TIDMGNS
RNS Number : 7319J
Genus PLC
06 December 2018
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) DOES NOT CONSTITUTE AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY
PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A
RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR
CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
6 December 2018
Genus plc
('Genus', the 'Company' or the 'Group')
Proposed placing to raise approximately GBP68 million
Genus plc (LSE: GNS), a leading global animal genetics company,
today announces its intention to raise approximately GBP68 million,
before expenses, by way of a conditional placing (the "Placing")
with existing and new institutional investors to reduce the
Company's net debt position and to provide balance sheet
flexibility to continue to capture growth opportunities following a
series of acquisitions and capex investments in recent years.
Peel Hunt LLP ("Peel Hunt") and Liberum Capital Limited
("Liberum") are acting as joint bookrunners (together, the "Joint
Bookrunners") in respect of the Placing.
Highlights
-- The Placing is being conducted via an accelerated bookbuild,
pursuant to which the Company intends to raise gross proceeds of
approximately GBP68 million. The accelerated bookbuild will be
launched immediately following this announcement and the Placing is
subject to the terms and conditions set out in the appendix to this
announcement.
-- The Placing will comprise a placing of 3,097,200 new ordinary
shares in the Company ("Placing Shares") at 2,200 pence per share
(the "Placing Price").
-- The Placing equates to 5 per cent. of the Company's issued
share capital and is being conducted under existing authorities to
allot shares granted at the AGM on 15 November 2018 and as such
there is no requirement for shareholder approval at a general
meeting.
-- Application will be made to the Financial Conduct Authority
for admission of the Placing Shares to listing on the premium
listing segment of the Official List and to the London Stock
Exchange for admission to trading of the Placing Shares on the
London Stock Exchange's main market for listed securities (together
"Admission").
-- Admission is expected to occur at 8.00 a.m. on 12 December
2018 (or such other date as the Company, Peel Hunt and Liberum may
agree, being no later than 19 December 2018).
In the last five years Genus has invested in excess of GBP180
million on capex and acquisitions, funded through internally
generated cash flow and the Group's financing facilities. Examples
of this investment include:
-- the acquisitions of Génétiporc and Hermitage Genetics to
strengthen the PIC business;
-- the strategic collaboration with Avlscenter Møllevang A/S,
strengthening the PIC business further, its supply chain and its
genetics;
-- the successful development of the IntelliGen semen sexing
technology and the global launch of Sexcel(R);
-- the in-licensing of exclusive, global rights to intellectual
property relating to Porcine Reproductive and Respiratory Syndrome
Virus resistance ("PRRSv") and the ongoing investment in the
PRRSv-resistance development programme;
-- the acquisition of In Vitro Brasil S.A. relating to the
production of elite bovine embryos; and
-- the creation of the De Novo Genetics joint venture, now
producing over 50% of ABS's bovine genetics.
As reported in the Company's preliminary results, Genus' net
debt at 30 June 2018 was GBP108.5 million and the ratio of net debt
to EBITDA was 1.4x, comfortably below the covenant on the Company's
credit facilities of 3.0x. The collaboration with Møllevang and the
increased rate of capital expenditure over the coming few years
highlighted at the Genus Capital Markets Day in June 2018 are
expected to increase the ratio of net debt to EBITDA to closer to
2.0x. This level of leverage may start to constrain the Company's
strategic approach towards inorganic growth and investment in the
business. Management see continued opportunities to strengthen and
grow further the Genus business through acquisition and business
development transactions. Following the proposed Placing, the ratio
of net debt to EBITDA is expected to be in the region of 1.0x.
As previously disclosed, Genus anticipates a number of specific
investment and capex initiatives over the next three years
including:
-- expansion of the ABS bovine supply chain through the
development of bio-secure and modern facilities on land recently
acquired in Wisconsin;
-- upfront consideration (paid in July 2018 from the Company's
existing facility) and deferred consideration for the Møllevang
collaboration;
-- expansion of PIC nucleus herd facilities to manage increased
global demand for PIC's porcine genetics, including facilities
dedicated to the PRRSv-resistance programme; and
-- replacement of the Group's multiple legacy ERP systems with a
single modern integrated Enterprise System based on Microsoft
Dynamics 365.
The person responsible for the release of this announcement on
behalf of Genus plc is Stephen Wilson, Group Finance Director.
Enquiries
Genus plc Tel: +44 (0)1865 783 000
Karim Bitar, Chief Executive
Stephen Wilson, Group Finance Director
Peel Hunt (Joint Bookrunner) Tel: +44 (0)20 7418 8900
Dr. Christopher Golden
Oliver Jackson
Jock Maxwell Macdonald
Liberum Capital (Joint Bookrunner) Tel: +44 (0)20 3100 2222
Clayton Bush
Joshua Hughes
Buchanan Tel: +44 (0)20 7466 5000
Charles Ryland
Chris Lane
Sophie Wills
About Genus
Genus is a world-leading animal genetics company. Genus creates
advances to animal breeding and genetic improvement by applying
biotechnology and sells added value products for livestock farming
and food producers. Its technology is applicable across livestock
species and is currently commercialised by Genus in the dairy, beef
and pork food production sectors.
Genus's worldwide sales are made in over seventy-five countries
under the trademarks 'ABS' (dairy and beef cattle) and 'PIC' (pigs)
and comprise semen, embryos and breeding animals with superior
genetics to those animals currently in farms. Genus's customers'
animals produce offspring with greater production efficiency, and
quality, and use these to supply the global dairy and meat supply
chains.
The Group's competitive edge has been created from the ownership
and control of proprietary lines of breeding animals, the
biotechnology used to improve them and its global supply chain,
technical service and sales and distribution network.
With headquarters in Basingstoke, United Kingdom, Genus
companies operate in over twenty-five countries on six continents,
with research laboratories located in Madison, Wisconsin, USA.
IMPORTANT NOTICES
This announcement has been issued by, and is the sole
responsibility of, the Company.
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 Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EC (the "2010 PD Amending Directive")
to the extent implemented, and including any relevant implementing
measure, in the relevant member state of the European Economic Area
("EEA")) (the "Prospectus Directive"), from the requirement to
produce a prospectus for offers of the Placing Shares. This
Announcement and the terms and conditions set out in the Appendix
to this Announcement are for information purposes only and are
directed only at: (a) persons in member states of the EEA who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive and amendments thereto ("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 by lawfully communicated (all such persons together
being referred to as ("Relevant Persons").
This Announcement and the terms and conditions set out in the
Appendix to this Announcement must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which this Announcement relates is only available to,
and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is
lawful to do so. This Announcement is for information only and does
not constitute an offer to sell, or a solicitation of an offer to
buy or otherwise acquire, any securities in any jurisdiction.
Persons needing advice should consult an independent financial
adviser.
The distribution of this Announcement and the offering, Placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners 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 is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire securities in any
jurisdiction in which any such offer or solicitation would be
unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States (the "United States" or "US"), Australia, New
Zealand, Canada, South Africa, Japan or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and accordingly the Placing Shares may not be
offered, sold, pledged or transferred in 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. There is no intention to register any portion of the
offering in the United States or to conduct a public offering of
securities in the United States. There will be no public offering
of the Placing Shares in the United States.
The Placing Shares have not been 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. Any representation to the contrary is a criminal
offence in the United States.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a "Placee") by making an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained in the Appendix to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix to this Announcement.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, domestic and global economic
business conditions, market-related risks such as fluctuations in
interest rates and exchange rates, the policies and actions of
governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of
future acquisitions or combinations within relevant industries, the
effect of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"), is acting
for the Company in connection with the Placing and no-one else and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Peel Hunt LLP nor
for providing advice in relation to the Placing or any other matter
referred to in this Announcement.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company in
connection with the Placing and no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum Capital Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective affiliates or their or their respective affiliates'
agents, directors, officers and employees, respectively, as to, or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. 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. 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.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION 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 DIRECTIVE 2003/71/EC (AND AMMENTS THERETO,
INCLUDING DIRECTIVE 2010/73/EU (THE "2010 PD AMING DIRECTIVE"), TO
THE EXTENT IMPLEMENTED, AND INCLUDING ANY RELEVANT IMPLEMENTING
MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA")) (THE "PROSPECTUS DIRECTIVE"), 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 MEMBER STATES OF THE EEA WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS
DIRECTIVE ("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, NEW ZEALAND, ANY PROVINCE OR
TERRITORY OF CANADA, JAPAN, THE REPUBLIC OF 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 OF PLACING
SHARES.
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 Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, 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.
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 Placing Shares 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 Directive from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of FSMA does not apply.
The Placing Shares referred to in this Announcement 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, sold, pledged or transferred in, the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and the securities laws of any
relevant state or jurisdiction of the United States. There will be
no public offering of the Placing Shares in the United States.
The distribution of this Announcement and 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, the
Joint Bookrunners 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.
By participating in the Bookbuilding Process (as defined below)
and the Placing, 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; and
2. in the case of a Relevant Person in a member state of the EEA
who subscribes for any Placing Shares pursuant to the Placing:
(A) it is a Qualified Investor; and
(B) in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive,
(1) the Placing Shares subscribed for by it in the Placing have
not been subscribed for on behalf of, nor have they been subscribed
for with a view to their offer or resale to, persons in any member
state of the EEA other than Qualified Investors or in circumstances
in which the prior consent of the Joint Bookrunners has been given
to the offer or resale; or
(2) where Placing Shares have been subscribed for by it on
behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Directive as having been made to such
persons; and
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; and
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 FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement, the announcement of the
number of Placing Shares and 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 (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note or 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 respective 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
The Company and each of the Joint Bookrunners have entered into
the Placing Agreement under which the Joint Bookrunners have
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. For the avoidance of doubt,
the Placing is not being underwritten by either of the Joint
Bookrunners.
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.
Lock-up
As part of the Placing, the Company has agreed that it will not
issue or sell any Ordinary Shares for a period of 60 days after
Admission 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 the London Stock Exchange for admission to trading of
the Placing Shares on the London Stock Exchange's 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 12 December 2018 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 an accelerated
bookbuilding process (the "Bookbuilding Process") to determine the
Placing Price, the number of Placing Shares and the 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.
Principal terms of the Bookbuilding Process and Placing
1. Peel Hunt and Liberum 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. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone to their usual sales contact at
Peel Hunt or Liberum. 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.
4. The Bookbuilding Process is expected to close no later than
6.00 p.m. (London time) on 6 December 2018 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 sole discretion. The total number
of shares to be issued pursuant to the Placing shall not exceed 5%
of the Company's existing issued ordinary share capital.
5. Each Placee's allocation will be agreed between the Joint
Bookrunners (after consultation with the Company) 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.
6. 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.
7. Each Placee's allocation and commitment will be evidenced by
a contract note or trade confirmation issued to such Placee by one
of the Joint Bookrunners. The terms of this Appendix will be deemed
incorporated therein.
8. 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.
9. 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.
10. 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.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be 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'.
12. 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'.
13. 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.
14. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their respective 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, neither of the Joint Bookrunners nor any
of their respective affiliates 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)
to Placees (or to any person whether acting on behalf of a Placee
or otherwise) 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 a contract note or 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
Bookrunners. 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 Bookrunners or otherwise as such Joint
Bookrunners may direct.
Settlement of transactions in the Placing Shares (ISIN:
GB0002074580) following Admission will take place within the CREST
system. Settlement through CREST will be on a T+3 basis unless
otherwise notified by the Joint Bookrunners and is expected to
occur on 12 December 2018 (the "Settlement Date"). 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 two (2) percentage points above prevailing LIBOR 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
conditional contract note or trade confirmation is copied and
delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. 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, among other
things:
(A) the Company and the Joint Bookrunners having executed by no
later than 6.30 p.m. (London time) on 6 December 2018 the pricing
agreement setting out the final number of Placing Shares and the
Placing Price;
(B) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(C) Admission having occurred by 8.00 a.m. (London time) on 12
December 2018 (or such later date as the Joint Bookrunners and the
Company may agree, being not later than 8.00 a.m. on 19 December
2018).
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived to the extent permitted by
law or regulations in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the
Company and the Joint Bookrunners may agree), or the Placing
Agreement is terminated in accordance with its terms (as to which,
see the 'Termination of the Placing' section 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 (acting jointly) may, at their absolute
discretion and upon such terms as they think appropriate, waive
fulfilment of all or any of the conditions in the Placing Agreement
capable of wavier in whole or in part (to the extent permitted by
law or regulation) or extend the time provided for fulfilment of
any such conditions in respect of all or any part of the
performance thereof. 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 nor any of their or their respective affiliates' 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
Each Joint Bookrunner is entitled, at any time prior to
Admission, to terminate its obligations under the Placing Agreement
in accordance with its terms by giving notice (in writing or
orally) in certain circumstances, including, among other things, in
the event of:
a) a breach of any of the warranties given by the Company to the
Joint Bookrunners in the Placing Agreement, which either Joint
Bookrunner (acting in good faith) considers to be material in the
context of the Placing and/or Admission;
b) in the opinion of either Joint Bookrunner (acting in good
faith) the occurrence of a material adverse change in the Company's
business or in its financial or trading position; or
c) the occurrence of a force majeure event which either Joint
Bookrunner (acting in good faith) consider making it inadvisable or
impracticable to proceed with the Placing or Admission.
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 the '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) that:
1. it has read and understood this Announcement in its entirety
and that its acquisition of 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 acknowledges that no prospectus or other offering document
has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are listed on the premium listing segment
of the Official List, and that the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of the FCA, 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
that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
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 or will
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 Investor 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
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them to provide it with any
such information;
5. neither the Joint Bookrunners nor any person acting on behalf
of them nor any of their respective affiliates, or their or their
respective affiliates' agents, directors, officers or employees,
respectively, has or shall have any liability for this
Announcement, or any other Publicly Available Information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6. 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 nor any of their affiliates nor any person 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, 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;
7. it and/or each person on whose behalf it is participating is
not, and at the time the Placing Shares are subscribed for will not
be, a resident of Australia, New Zealand, Canada, Japan, or the
Republic of South Africa;
8. the Placing Shares are being offered and sold on behalf of
the Company (i) outside the United States in offshore transactions
(as defined in Regulation S under the Securities Act) pursuant to
Regulation S under the Securities Act and (ii) in the United States
solely to QIBs (as defined in Rule 144A under the Securities Act)
in reliance upon Rule 144A under the Securities Act or another
exemption from, or transaction not subject to, the registration
requirements under 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 which has duly
executed a US investor letter in a form provided to it and
delivered the same to one of the Joint Bookrunners or its
affiliates (the "US Investor Letter"). In addition, it has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
Placing Shares, will not look to the Joint Bookrunners for all or
part of any such loss it may suffer, is able to bear the economic
risk of an investment in the Placing Shares, is able to sustain a
complete loss of the investment in the Placing Shares, 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) and has no need for
liquidity with respect to its investment in the Placing Shares and,
with respect to (iii) 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. The Placing Shares have not
been and will not be registered or qualified for offer or sale nor
will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws or legislation of the
United States, Australia, New Zealand, Canada, Japan, or South
Africa and, subject to certain exceptions, may not be offered,
sold, resold, delivered, pledged or transferred, directly or
indirectly, within those jurisdictions;
9. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement, and the Publicly
Available Information and, if it is in the United States, the US
Investor Letter, such information being all that it deems necessary
to make an investment decision in respect of the Placing Shares and
it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on Publicly Available
Information, (ii) neither the Joint Bookrunners nor the Company nor
any of their respective affiliates has made any representation to
it, express or implied, with respect to the Company, the Placing or
the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information, (iii) it has conducted its own
investigation of the Company, the Placing and the Placing Shares,
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing and (iv) it has not relied on any
investigation that the Joint Bookrunners or any person acting on
their behalf may have conducted with respect to the Company, the
Placing or the Placing Shares;
10. 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;
11. 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;
12. neither of the Joint Bookrunners, nor any of 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 nor providing advice in relation to 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;
13. 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 or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
14. 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;
15. 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
other country or jurisdiction where any such action for that
purpose is required;
16. 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;
17. 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;
18. 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;
19. 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;
20. it is a professional client and/or eligible counterparty, each as defined in MiFID II;
21. if within the EEA, 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 Directive;
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 FS Act in respect of anything done in, from or
otherwise involving the United Kingdom);
24. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA which has implemented the Prospectus Directive
other than Qualified Investors, or in circumstances in which the
express prior written consent of the Joint Bookrunners has been
given to the offer or resale.
25. 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;
26. 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; (b) encouraged or required another person to deal in
the securities of the Company; or (c) disclosed such information to
any person, prior to the information being made publicly
available;
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. the Company, the Joint Bookrunners and others will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements, agreements and undertakings, which
are given to each Joint Bookrunner on its own behalf and on behalf
of the Company and are irrevocable;
31. 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;
32. time is of the essence as regards its obligations under this Appendix;
33. 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;
34. the Placing Shares will be issued subject to the terms and
conditions set out in this Appendix;
35. 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;
36. pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or the Joint Bookrunners, may hold personal data (as
defined in the GDPR) relating to past and present shareholders.
Personal data may be retained on record for a period exceeding six
years after it is no longer used. The Company and/or the Joint
Bookrunners will only process such information for the purposes set
out below (collectively, the "Purposes"), being to: (a) process its
personal data to the extent and in such manner as is necessary for
the performance of their obligations under the contractual
arrangements between them, including as required by or in
connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money
laundering checks on it; (b) communicate with it as necessary in
connection with its affairs and generally in connection with its
holding of Ordinary Shares; (c) provide personal data to such third
parties as the Company and/or any of the Joint Bookrunners may
consider necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares or as the GDPR may
require, including to third parties outside the EEA; (d) without
limitation, provide such personal data to their respective
affiliates for processing, notwithstanding that any such party may
be outside the EEA; and (e) process its personal data for the
Company's and/or any of the Joint Bookrunners internal
administration;
37. by becoming registered as a holder of Placing Shares, it
acknowledges and agrees that the processing by the Company and/or
the Joint Bookrunners of any personal data relating to it in the
manner described above is undertaken for the purposes of: (a)
performance of the contractual arrangements between them; and (b)
to comply with applicable legal obligations. In providing the
Company and/or any of the Joint Bookrunners with information, it
hereby represents and warrants to each of them that it has notified
any data subject of the processing of their personal data
(including the details set out above) by the Company and/or any of
the Joint Bookrunners and their respective affiliates and group
companies, in relation to the holding of, and using, their personal
data for the Purposes. Any individual whose personal information is
held or processed by a data controller: (a) has the right to ask
for a copy of their personal information held; (b) to ask for any
inaccuracies to be corrected or for their personal information to
be erased; (c) object to the ways in which their information is
used, and ask for their information to stop being used or otherwise
restricted; and (d) ask for their personal information to be sent
to them or to a third party (as permitted by law). A data subject
seeking to enforce these rights should contact the relevant data
controller. Individuals also have the right to complain to the UK
Information Commissioner's Office about how their personal
information has been handled
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify 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 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 subscribed for in
connection with arrangements to issue depositary receipts or to
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 acquisition 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 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
IOETFBFTMBJMBRP
(END) Dow Jones Newswires
December 06, 2018 11:41 ET (16:41 GMT)
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