TIDMAUTO
RNS Number : 3685I
Auto Trader Group plc
01 April 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
1 April 2020
AUTO TRADER GROUP PLC
PROPOSED PLACING OF NEW ORDINARY SHARES
Auto Trader Group plc ("Auto Trader" or the "Company" or,
together with its subsidiaries, the "Group"), the UK's largest
digital automotive marketplace, today announces its intention to
conduct a non-pre-emptive placing of up to 46,468,300 new ordinary
shares of one pence per share (the "Placing Shares"), representing
approximately 5% of the current issued share capital of the
Company, with institutional investors (the "Placing"). The Placing
will be conducted through an accelerated bookbuilding process which
will be launched immediately following this announcement, in
accordance with the terms and conditions of the Placing set out in
the Appendix.
Rationale for the Placing and Use of Proceeds
The Group's balance sheet is strong. At the end of February, the
Group had drawings of GBP289 million from a GBP400 million
revolving credit facility, with a net debt/EBITDA ratio of 1.1x,
well below the covenant level of 3.5x. Covenants are tested in
March and September and look at a rolling 12 month period. As well
as debt cover, the test includes interest cover for which the last
12 months' EBITDA must be at least 3x the net interest expense. The
Group expects to meet the March 2020 test with significant headroom
available. Looking forward to the Group's September 2020 covenant
test, the Board expects the Group's net debt/EBITDA ratio to rise
as a function of the free services being provided to the Group's
customers but will remain well below the maximum covenant
threshold.
The Board believes it is important to support the Group's
customers and employees through this period of uncertainty. The
Board also believes there may be attractive opportunities to
strengthen the business in the immediate aftermath of the current
crisis. The Board believes it is in the best long-term interests of
all stakeholders to strengthen the Group's balance sheet today and
ensure the Group avoids constraints that might otherwise be imposed
in the medium term in order to meet debt covenants.
Consequently, the net proceeds of the Placing will be used to
strengthen the Group's balance sheet and liquidity position,
support all stakeholders, increase the Group's flexibility to take
advantage of future opportunities, and increase certainty around
meeting covenant tests in future years. Furthermore, this equity
raise will allow the Group to resume its existing capital return
policy at the earliest prudent opportunity.
Update on Current Trading
Auto Trader has separately today provided a trading update in
light of the evolving COVID-19 pandemic. This update details action
already taken by the Group to support customers, as previously
announced on 19 March 2020, as well as further actions to be taken
by the Group to reduce costs during this time of uncertainty.
Details of the Placing
BofA Securities is acting as sole bookrunner and corporate
broker in connection with the Placing.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being the "Announcement").
BofA Securities will today commence a bookbuilding process in
respect of the Placing (the "Bookbuilding Process"). The price per
ordinary share in the Company at which the Placing Shares are to be
placed (the "Placing Price") will be decided at the close of the
Bookbuilding Process. The book will open with immediate effect
following this Announcement. The timing of the closing of the book,
pricing and allocations will be at the discretion of BofA
Securities and Auto Trader. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuilding Process.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
in the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
The number of Placing Shares will not exceed approximately 5.0% of
the current issued share capital of the Company.
Applications will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List (the "Official
List") of the Financial Conduct Authority (the "FCA") and to be
admitted to trading on the main market for listed securities of
London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Settlement for the Placing Shares and Admission is
expected to take place on or before 8.00 a.m. on 3 April 2020. The
Placing is conditional, among other things, upon Admission becoming
effective and the placing agreement between the Company and BofA
Securities (as sole bookrunner) (the "Placing Agreement") not being
terminated in accordance with its terms. As part of the Placing,
the Company has agreed that it will not issue or sell Ordinary
Shares for a period ending 180 days after Admission, without the
prior written consent of BofA Securities. The Appendix sets out
further information relating to the Bookbuilding Process and the
terms and conditions of the Placing.
Shareholder Consultation
The Company has consulted with a number of its leading
shareholders regarding the rationale for the Placing and its
non-pre-emptive nature ahead of this announcement. The Board's
belief that the Placing is in the best interests of shareholders
and will promote the success of the Company has been strengthened
by these discussions.
The proposed issue and allotment of the Placing Shares is within
the existing shareholder authorities granted to the Company at its
Annual General Meeting held on 19 September 2019.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement. Investors will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making an offer to
subscribe for Placing Shares on the terms and conditions and
providing the representations, warranties, acknowledgements and
undertakings contained in the Appendix.
The person responsible for arranging release of this
Announcement on behalf of Auto Trader is Claire Baty.
For further information on the Announcement, please contact
Auto Trader Group plc: +44 (0) 161 669 9888
Nathan Coe, Chief Executive
Jamie Warner, Chief Financial Officer
BofA Securities: +44 (0) 20 7628 1000
Peter Luck
Richard Abel
Daniel Burton-Morgan
IMPORTANT NOTICE
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Merrill Lynch International ("BofA Securities") or any of its
affiliates or agents (or any of its respective directors, officers,
employees or advisers) for the truth, accuracy or completeness of
the information contained in this Announcement (or whether any
information has been omitted from the Announcement), or any other
written, oral, visual or electronic information made available to
or publicly available (howsoever transmitted) to any interested
party or its advisers, or any other statement made or purported to
be made by or on behalf of BofA Securities or any of its affiliates
in connection with the Company, the Placing Shares or the Placing
and any responsibility therefor is expressly disclaimed. BofA
Securities and its respective affiliates accordingly disclaim all
and any liability, whether arising in tort, contract or otherwise
(save as referred to above) in respect of the use of this
Announcement, or any statements or other information contained (or
omitted) in this Announcement or otherwise arising in connection
therewith and no representation or warranty, express or implied, is
made by BofA Securities or any of its affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
No action has been taken by the Company or BofA Securities, or
any of their respective affiliates that would, or which is intended
to, permit a public offer of the Placing Shares in any jurisdiction
or result in the possession or distribution of this Announcement or
any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions.
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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO UNDERWRITE,
BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO
BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE PLACING SHARES OR
ANY OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE
UNLAWFUL. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED
STATES OR AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, AND SHOULD NOT BE
DISTRIBUTED, FORWARDED TO OR TRANSMITTED IN OR INTO ANY
JURISDICTION, WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL
SECURITIES LAWS OR REGULATIONS.
The Placing Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended, (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold
within the United States except pursuant to an applicable exemption
from or in a transaction not subject to the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. There will be no public offering of the Placing
Shares in the United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been; and the Placing Shares have not been, and nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Canada, Australia, Japan or
South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan or South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia, Japan
or South Africa or to any investor located or resident in
Canada.
BofA Securities is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. BofA
Securities is acting as sole bookrunner and corporate broker for
the Company in connection with the Placing, will not regard any
other person 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 clients nor for providing advice to
any other person in relation to the Placing and/or any other matter
referred to in this Announcement. Neither BofA Securities, nor any
of its subsidiaries, branches or affiliates, nor any of its
directors, officers or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BofA Securities in connection with
the Placing, this Announcement, any statement contained herein, or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by BofA Securities.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth or strategies.
Forward-looking statements speak only as of the date they are
made.
Each of the Company and BofA Securities and their respective
affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in
this announcement whether as a result of new information, future
developments or otherwise.
In connection with the Placing, BofA Securities and any of its
affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and
in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company
or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by, BofA Securities and any of its affiliates
acting in such capacity. In addition, BofA Securities and any of
its affiliates may enter into financing arrangements (including
swaps, warrants or contracts for differences) with investors in
connection with which BofA Securities and any of its affiliates may
from time to time acquire, hold or dispose of shares. BofA
Securities does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The most recent Annual and Interim Reports of the Group and
other information about the Group are available on the Company
website at https:// plc.autotrader.co.uk/investors . Neither the
contents 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 Announcement does not constitute a recommendation
concerning the Placing.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Details of the Placing
Merrill Lynch International ("BofA Securities") has today
entered into an agreement with Auto Trader Group plc (the
"Company") (the "Placing Agreement") under which, subject to the
conditions set out in that agreement, BofA Securities, as agent for
and on behalf of the Company, has agreed to use its reasonable
endeavours to procure placees (the "Placees") for the Placing
Shares (the "Placing") at a price to be determined following
completion of the bookbuilding process in respect of the Placing
(the "Bookbuilding Process"), described in this Announcement and
set out in the Placing Agreement.
The Company has appointed BofA Securities as underwriter for the
purposes of underwriting the Placing, to the extent the number and
price of the Placing Shares to be placed with the Placees is agreed
between BofA Securities and the Company and set out in an executed
version of the terms of the Placing (the "Placing Terms"), in
accordance with the terms of the Placing Agreement, and BofA
Securities has accepted such appointment in connection with the
Placing relying on the representations and warranties and subject
to the terms and conditions set out in the Placing Agreement.
The new ordinary shares of one pence each in the Company to be
issued pursuant to the Placing (the "Placing Shares") have been
duly authorised and will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
ordinary shares of one pence each in the Company (the "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.
The Placing Shares will be issued free of any pre-emption
rights, encumbrance, lien or other security interest. The Company
confirms that it is entitled to allot the Placing Shares pursuant
to section 551 of the Companies Act 2006 as amended, as if section
561 of that Act did not apply to such allotment.
Application for listing and admission to trading
Application will be made to the Financial Conduct Authority
("FCA") for admission of the Placing Shares to the Official List
(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") ("Admission"). It is expected
that Admission will become effective on or before 8.00 a.m. on 3
April 2020 (the "Closing Date") and that dealings in the Placing
Shares will commence at that time.
Bookbuilding Process
BofA Securities will today commence 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 (the "Terms and
Conditions"). No fees or commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
BofA Securities shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as it may, in its
sole discretion, determine.
Participation in, and principal terms of, the Placing
1) BofA Securities is acting as sole bookrunner and as agent of the Company.
2) Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
BofA Securities. BofA Securities and its Affiliates (as defined in
Rule 501(b) of Regulation D promulgated under the Securities Act or
Rule 405 under the Securities Act, as applicable) are each entitled
to enter bids in the Bookbuilding Process as principal.
3) The Bookbuilding Process, if successful, will establish a
single price payable to BofA Securities in respect of the Placing
Shares by all Placees whose bids are successful (the "Placing
Price"). The Placing Price and the number of Placing Shares to be
issued will be agreed between BofA Securities and the Company
following completion of the Bookbuilding Process. Any discount to
the market price of the Ordinary Shares will be determined in
accordance with the FCA Listing Rules published pursuant to Part IV
of the Financial Services and Markets Act 2000 ("FSMA") and
applicable guidelines. The Placing Price and the number of Placing
Shares to be issued will be announced on a Regulatory Information
Service following the completion of the Bookbuilding Process.
4) To bid in the Bookbuilding Process, prospective Placees
should communicate their bid by telephone to their usual sales or
equity capital markets contact at BofA Securities. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Placing Price, which will be
ultimately established by the Company and BofA Securities, or at
prices up to a price limit specified in its bid. Bids may be scaled
down by BofA Securities on the basis referred to in paragraph 9
below. BofA Securities reserves the right not to accept bids or to
accept bids in part rather than in whole. The acceptance of the
bids shall be at BofA Securities's absolute discretion.
5) The Bookbuilding Process is expected to close no later than
4.30 p.m. (London time) on 1 April 2020 but may be closed earlier
or later at the sole discretion of BofA Securities. BofA Securities
may, in its sole discretion, accept bids that are received after
the Bookbuilding Process has closed.
6) Each prospective Placee's allocation will be agreed between
BofA Securities and the Company and will be confirmed to Placees
orally by BofA Securities as agent of the Company following the
close of the Bookbuilding Process. That oral confirmation will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the
Company and BofA Securities, under which such Placee agrees to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the Terms and Conditions set out in this Appendix
and in accordance with the Company's articles of association.
7) Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by BofA
Securities, although if no such note is issued such commitment will
remain irrevocable and legally binding. These Terms and Conditions
will be deemed incorporated in that contract note.
8) Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to BofA Securities (as an
agent of the Company), to pay to BofA Securities (or as it may
direct) in cleared funds at the time set out in paragraph 12, 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. Each Placee's
obligation will be owed to the Company and to BofA Securities. The
Company shall allot such Placing Shares to each Placee following
each Placee's payment to BofA Securities of such amount.
9) Subject to paragraphs 4 and 5 above, BofA Securities may
choose to accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as it may determine.
BofA Securities may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company: (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares
after the Bookbuilding Process has closed to any person submitting
a bid after that time. The acceptance of offers shall be at the
absolute discretion of BofA Securities.
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 consent of BofA Securities, will not be capable of
variation or revocation after the time at which it is
submitted.
11) Except as required by law or regulation, no press release or
other announcement will be made by BofA Securities 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
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
13) All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
14) By participating in the Bookbuilding Process, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by BofA Securities.
15) To the fullest extent permissible by law, neither the
Company, BofA Securities, nor any of their respective Affiliates,
nor any of their or their Affiliates' respective directors,
officers, employees and agents nor any other person acting on their
behalf shall have any responsibility or liability to any Placee
(whether in contract, tort or otherwise) (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Company, BofA Securities nor any of their respective
Afffiliates, nor any of their or their Affiliates' respective
directors, officers, employees and agents nor any other person
acting on their behalf shall have any responsibility or liability
(whether in contract, tort or otherwise and including to the
fullest extent permissible by law, any fiduciary duties) in respect
of BofA Securities's conduct of the Bookbuilding Process or of such
alternative method of effecting the Placing as BofA Securities or
its Affiliates may determine and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of BofA Securities under the Placing
Agreement are conditional on customary terms and conditions,
including amongst other things:
1) agreement being reached between the Company and BofA
Securities on the Placing Price and the number of Placing Shares,
and the publication by the Company of a pricing announcement;
2) the representations and warranties of the Company contained
in the Placing Agreement being true and accurate on the date of the
Placing Agreement, on the execution of the terms of the Placing and
on the date of Admission;
3) the Company complying with all of the undertakings and having
satisfied or performed all of the conditions and obligations on its
part under the Placing Agreement which fall to be performed or
satisfied prior to Admission and BofA Securities receiving a
certificate from the Company confirming such is the case;
4) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
5) Admission taking place by 8.00 a.m. (London time) on the
Closing Date (or such later date as the Company and BofA Securities
may otherwise agree).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares, including those described above,
are not fulfilled or (where applicable) waived by BofA Securities,
by the respective time or date where specified (or such later time
and/or date as the Company and BofA Securities may agree); or (ii)
the Placing Agreement is terminated in the circumstances specified
below under "Termination of the Placing Agreement", the Placing
will not proceed and each Placee's rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
BofA Securities may, at its discretion and upon such terms as it
thinks fit, extend the time for the satisfaction of any condition
or waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that conditions (1), (4) and (5) above
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
None of BofA Securities, the Company nor any of their Affiliates
nor any of their respective directors, officers, employees and
agents or any other person shall have any responsibility or
liability to any Placee (whether in contract, tort or otherwise)
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and / or the date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally, and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of BofA Securities.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
BofA Securities is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with the terms of the
Placing Agreement in certain circumstances, including (among
others) upon a breach of the representation, warranties and
undertakings of the Company contained in the Placing Agreement,
upon the occurrence of certain material adverse changes, or any
development reasonably likely to involve a material adverse change,
in the condition (financial, operational, legal or otherwise) or in
the earnings, business affairs, solvency or prospects of the
Company, together with its subsidiary undertakings (the "Group"),
whether or not arising in the ordinary course of business or upon
any material adverse change in the relevant financial markets or in
the event of certain force majeure events.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by BofA Securities of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of BofA Securities and that it need not make any reference to
Placees in this regard and that, to the fullest extent permitted by
law, BofA Securities shall have no responsibility or liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
Lock-up
The Company has undertaken to BofA Securities that, between the
date of the Placing Agreement and the date which is 180 days after
the Closing Date, other than in respect of, amongst other things,
grants or exercises of options or share issues pursuant to terms of
existing employee share schemes, neither the Company nor any person
controlled by the Company, nor any person acting on the Company's
behalf, will (without the prior written consent of BofA
Securities), directly or indirectly, offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise transfer or dispose of any securities of
the same class as the Placing Shares or any securities convertible
into or exchangeable for securities of the same class as the
Placing Shares or other instruments representing interests in
securities of the same class as the Placing Shares or enter into
any swap or other agreement or transaction that transfers, in whole
or in part, directly or indirectly, the economic consequence of
ownership of securities of the same class as the Placing Shares,
whether any such swap or transaction is to be settled by delivery
of shares or other securities, in cash or otherwise.
No prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing or submitted to be approved by the FCA
in relation to the Placing. Placees' commitments will be made
solely on the basis of publicly available information taken
together with the information contained in this Announcement
(including this Appendix) released by the Company today, and any
Exchange Information (as defined below) previously published by the
Company and subject to the further terms set forth in the contract
note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) and
the publicly available information released by or on behalf of the
Company is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or BofA Securities or its Affiliates (other than the amount of the
relevant Placing participation in the oral confirmation given to
Placees and the contract note referred to below) or any other
person and none of BofA Securities, its Affiliates, any persons
acting on their behalf nor the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons) . 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.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB00BVYVFW23) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"), using
the delivery versus payment mechanism, subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in BofA Securities's opinion,
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following the close of the Bookbuilding Process for the Placing,
each Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to BofA Securities and settlement instructions. Placees
should settle against CREST ID: 686. It is expected that such
contract note will be despatched on 1 April 2020 and that this will
also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with BofA Securities.
The Company will deliver the Placing Shares to a CREST account
operated by BofA Securities as agent for the Company and BofA
Securities will enter its delivery (DEL) instruction into the CREST
system. BofA Securities will hold any Placing Shares delivered to
this account as nominee for the Placees. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 3 April 2020 on a T +
2 basis in accordance with the instructions given to BofA
Securities.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by BofA Securities.
Each Placee agrees that, if it does not comply with these
obligations, BofA Securities may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (together with interest
and penalties) is payable in respect of the issue of the Placing
Shares, neither BofA Securities nor the Company shall be
responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with BofA Securities (in its capacity as underwriter of the Placing
Shares and sole bookrunner and as agent of the Company in respect
of the Placing) and the Company, in each case as a fundamental term
of their application for Placing Shares as set out below. Each
Placee (and any person acting on such Placee's behalf):
1) confirms that it has the knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of purchasing the Placing
Shares. It is experienced in investing in securities of this nature
in the Company's sector 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 on its own examination and due diligence of the Company, and
the terms of the Placing, including the merits and risks
involved;
2) acknowledges that the Ordinary Shares are listed on the
Official List of the FCA, and that the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the FCA (collectively,
the "Exchange Information"), which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account, and similar statements
for preceding financial years, and that it has reviewed such
Exchange Information and is able to obtain or access such Exchange
Information without undue difficulty;
3) has: (a) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial
considerations in connection herewith to the extent it deems
necessary; (b) received, read and understood this Announcement,
including these Terms and Conditions, in its entirety; (c) had
access to review the Exchange Information and such other publicly
available information concerning the Group that it considers
necessary or appropriate and sufficient in making an investment
decision; (d) reviewed the Exchange Information and such other
information as it believes is necessary or appropriate in
connection with its subscription or purchase of the Placing Shares;
and (e) has made its investment decision based solely upon its own
judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of BofA
Securities;
4) understands and acknowledges that no offering document,
listing particulars or prospectus has been or will be prepared in
connection with the Placing;
5) represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for the Placing Shares is contained
in this Announcement and any Exchange Information, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by BofA Securities
or the Company and neither BofA Securities nor the Company will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement;
6) understands and agrees that it may not rely on any
investigation that BofA Securities, its directors, officers,
employees, agents or Affiliates or any other person acting on its
behalf may or may not have conducted with respect to the Company,
the Group or the Placing and BofA Securities has not made any
representation to it, express or implied, with respect to the
accuracy or adequacy of Exchange Information or any other publicly
available information concerning the Company, the merits of the
Placing, the subscription for or purchase of the Placing Shares, or
as to the condition, financial or otherwise, of the Company, the
Group, or as to any other matter relating thereto, and nothing
herein shall be construed as a recommendation to it to subscribe
for or purchase the Placing Shares. It acknowledges and understands
that this Announcement and any other announcement or presentation
provided to it (if any) have been prepared by the Company and no
such announcement or presentation (if any) nor any other
information has been prepared by BofA Securities for the purposes
of the Placing or is in any way the responsibility of BofA
Securities;
7) understands and agrees that once an allocation is confirmed
to it orally by BofA Securities as agent of the Company following
the close of the Bookbuilding Process, such oral confirmation will
constitute an irrevocable legally binding commitment on it in
favour of the Company and BofA Securities, under which it agrees to
acquire the number of Placing Shares allocated to it at the Placing
Price on the Terms and Conditions and in accordance with the
Company's articles of association;
8) acknowledges and agrees that it will not hold BofA
Securities, any of its associates, directors, officers, employees,
agents or Affiliates nor or any person acting on its behalf
responsible or liable for any misstatements in or omission from the
Exchange Information or any other any publicly available
information relating to the Group or information made available
(whether in written or oral form) as part of pre-sounding
discussions with investors (if relevant) relating to the Group (the
"Information") and that neither BofA Securities nor any person
acting on its behalf, makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information, either at the date of this Announcement or at the
Closing Date;
9) acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by BofA Securities, any of its Affiliates or any person acting on
BofA Securities's or any of its Affiliates' behalf;
10) acknowledges that in connection with the Placing, BofA
Securities and any of its Affiliates may take up a portion of the
Placing Shares as a principal position and in that capacity may
retain, purchase or sell for their own account such Placing Shares
and any other securities of the Company or related investments and
may offer or sell such securities or other investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to shares being issued, offered or placed
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, BofA Securities and any
Affiliate acting in such capacity. In addition BofA Securities and
any of its Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with
investors in connection with which BofA Securities and any of its
Affiliates may from time to time acquire, hold or dispose of
shares. Neither BofA Securities nor any Affiliate intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so;
11) with respect to any Placing Shares offered to or purchased
by it in the United States or for and on behalf of persons in the
United States, it understands and agrees: (1) that it is a
"qualified institutional buyer" ("QIB") within the meaning of Rule
144A under the U.S. Securities Act of 1933, as amended, (the
"Securities Act"); (2) that the Placing Shares are being offered
and sold to it in accordance with the exemption from registration
under the Securities Act for transactions by an issuer not
involving a public offering of securities in the United States and
that the Placing Shares have not been, and will not be, registered
under the Securities Act or with any State or other jurisdiction of
the United States; (3) that the Placing Shares may not be
reoffered, resold, pledged or otherwise transferred by it except
(a) outside the United States in an offshore transaction pursuant
to Rule 903 or Rule 904 of Regulation S under the Securities Act
("Regulation S"), (b) in the United States to a person whom the
seller reasonably believes is a QIB to whom notice is given that
the offer, sale or transfer is being made in reliance on Rule 144A,
pursuant to Rule 144A under the Securities Act, (c) pursuant to
Rule 144 under the Securities Act (if available), (d) to the
Company, (e) pursuant to an effective registration statement under
the Securities Act, or (f) pursuant to another available exemption,
if any, from registration under the Securities Act, in each case in
compliance with all applicable laws; (4) that the Placing Shares
are "restricted securities" as defined in Rule 144(a)(3) under the
Securities Act; (5) to notify any transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer; (6) for
so long as the Placing Shares are "restricted securities" (within
the meaning of Rule 144(a)(3) under the Securities Act), it will
segregate such Placing Shares from any other shares that it holds
that are not restricted securities, shall not deposit such shares
in any depositary facility established or maintained by a
depositary bank and will only transfer such Placing Shares in
accordance with this paragraph; (7) if it is acquiring the Placing
Shares as a fiduciary or agent for one or more investor accounts,
each such account is a QIB, it has sole investment discretion with
respect to each such account and it has full power and authority to
make the acknowledgements, representations, warranties and
agreements herein on behalf of each such account; (8) it is
acquiring such Placing Shares for its own account (or the account
of a QIB as to which it has sole investment discretion) for
investment purposes and (subject to the disposition of its property
being at
all times within its control) not with a view to any
distribution of the Placing Shares; and (9) that no representation
has been made as to the availability of the exemption provided by
Rule 144 or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
12) if it is a person in a member state of the European Economic
Area or the United Kingdom (each, a "Relevant State") it is a
"qualified investor" (a "Qualified Investor") within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (as supplemented by
Commission delegated Regulation (EU) 2019/980 and Commission
delegated Regulation (EU) 2019/979) (the "Prospectus Regulation")
and, to the extent applicable, any funds on behalf of which it is
subscribing for and acquiring the Placing Shares and that are
located in a Relevant State are each themselves such a Qualified
Investor;
13) if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
14) understands that no action has been or will be taken by the
Company, BofA Securities nor any of their respective directors,
officers, employees, agents or Affiliates nor or any other person
acting on behalf of any of the Company or BofA Securities that
would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
15) represents and warrants that (i) it and any person acting on
its behalf has capacity and authority and is otherwise entitled to
purchase the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has not taken any action which will or may
result in the Company, BofA Securities, any of their Affiliates or
any person acting on their behalf being in breach of the legal
and/or regulatory requirements of any territory in connection with
the Placing and (iv) its purchase of the Placing Shares will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
16) if it is in South Africa, either (i) it is a category of
person contemplated in section 96(1)(a) of the Companies Act, 2008
of South Africa (the "SA Companies Act") to whom an offer of
Placing Shares may be made without such offer being classified as
an "offer to the public" (as defined in the SA Companies Act); or
(ii) if (i) does not apply, it is acting as a principal and the
total acquisition cost to it of the Placing Shares which it will
acquire pursuant to the Placing will be equal to or greater than
ZAR 1,000,000;
17) If it is resident in Australia, it is a professional
investor, as defined in section 9 and for the purposes of section
708(11) of the Corporations Act 2001 (Cth) of Australia or the
minimum amount to be paid by it for the Placing Shares being
subscribed for will not be less than AUD500,000;
18) If it is resident in Canada, it is an institutional
accredited investor located or resident in the Province of Alberta,
the Province of British Columbia, the Province of Ontario or the
Province of Québec and not in any other province or territory of
Canada, and is entitled under provincial securities laws to
purchase the Shares without the benefit of a prospectus qualified
under those securities laws;
19) undertakes that it and any person acting on its behalf will
make payment for the Placing Shares allocated to it in accordance
with this Announcement on the due time and date set out herein
against delivery of such Placing Shares to it, failing which the
relevant Placing Shares may be placed with other Placees or sold as
BofA Securities may in its absolute discretion determine and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this document) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
20) will subscribe for any Placing Shares for its account or for
one or more accounts as to each of which it exercises sole
investment discretion and it has full power to make the foregoing
acknowledgements, representations and agreements on behalf of each
such account;
21) understands and acknowledges that the Company, BofA
Securities, their respective directors, officers, employees, agents
or Affiliates and others will rely upon the truth and accuracy of
the representations, warranties and acknowledgements set forth
herein and in this Announcement;
22) acknowledges and agrees that the exercise by BofA Securities
of any power to grant consent to the Company to undertake a
transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of
BofA Securities and that it need not make any reference to, or
consult with, us and that it shall have no liability to it in
connection with any such exercise of the power to grant such
consent;
23) acknowledges and agrees that the exercise or non-exercise by
BofA Securities of any right of termination under the placing
agreement shall be at the absolute discretion of BofA Securities,
with no requirement to reference or consult with it and BofA
Securities shall have no liability to us in connection with the
good faith exercise or non-exercise of such termination right;
24) acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Company's conduct of the Placing; and
25) acknowledges that any agreements entered into by it pursuant
to these Terms and Conditions, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Company or BofA Securities 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.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and BofA Securities (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable. The agreement to settle a Placee's subscription for of
Placing Shares (and/or the subscription by a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty
reserve tax is conditional on the settlement relating only to a
subscription by such Placee and/or such person direct from the
Company for the Placing Shares in question. Such agreement is also
conditional on the Placing Shares not being subscribed for in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. If
there are any such arrangements, or the settlement relates to any
other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes (including any interest, fines
or penalties) may be payable, for which neither the Company nor
BofA Securities will be liable and the Placees shall indemnify the
Company and BofA Securities on an after-tax basis for any such
taxes paid by the Company or BofA Securities in respect of any such
arrangements or dealings. If there are any such arrangements or
dealings, each Placee should seek its own advice and notify BofA
Securities accordingly.
In addition, Placees should note that they will be liable for
any stamp duty, stamp duty reserve tax and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties) payable outside
the UK by them or any other person on the acquisition of any
Placing Shares or the agreement to acquire any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that BofA Securities does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that neither BofA Securities nor any of its
Affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that it has neither received nor relied on
any inside information concerning the Company in accepting this
invitation to participate in the Placing. Each Placee undertakes
that the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself or (ii) its nominee, as the case
may be. Neither BofA Securities nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this
requirement.
Each Placee agrees to indemnify on an after-tax basis and hold
the Company, BofA Securities and their respective directors,
officers, employees, agents and Affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing.
The rights and remedies of BofA Securities and the Company under
these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
When a Placee or person acting on behalf of the Placee is
dealing with BofA Securities, any money held in an account with
BofA Securities on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from BofA
Securities's money in accordance with the client money rules and
will be used by BofA Securities in the course of its own business
and the Placee will rank only as a general creditor of BofA
Securities.
All times and dates in this Announcement may be subject to
amendment.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "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, BofA Securities will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFIFVESIILIII
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