TIDMHICL
RNS Number : 0599A
HICL Infrastructure Company Ld
21 March 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR
TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO U.S.
PERSONS.
For Immediate Release 21 March 2017
HICL Infrastructure Company Limited
(the "Company")
Placing, Open Offer, Offer for Subscription and Intermediaries
Offer of up to 163,522,013 New Ordinary Shares of 0.01 pence each
at an Issue Price of 159.0p per New Ordinary Share
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY
CANACCORD GENUITY LIMITED ("CANACCORD GENUITY" AND/OR THE "PLACING
AGENT") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF
THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). ONLY RELEVANT PERSONS MAY PARTICIPATE IN THE
PLACING AND THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE
"PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN
THE EUROPEAN ECONOMIC AREA ("EEA"), OTHER THAN TO PERSONS WHO ARE
BOTH (I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF
DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES
LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY (THE "FCA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE
CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES AND (II)
PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED
UNDER THE EU ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (NO.
2011/61/EU) OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF
THE MEMBER STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN
WHICH SUCH PERSON HAS A REGISTERED OFFICE.
This announcement is an advertisement and not a prospectus. No
person should purchase or subscribe for any shares referred to in
this announcement except on the basis of information contained in
the prospectus published by the Company on 23 February 2017 (the
"Prospectus") in connection with the Placing, Open Offer, Offer for
Subscription and Intermediaries Offer of New Ordinary Shares and
the admission of any New Ordinary Shares to the premium segment of
the Official List of the FCA and to trading on London Stock
Exchange plc's (the "London Stock Exchange") main market for listed
securities. This announcement does not constitute and may not be
construed as, an offer to sell or an invitation to purchase,
investments of any description, a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement or referred to in other
written or oral form is intended to form the basis of any contract
of sale, investment decision or any decision to purchase shares in
the Company.
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 with any securities regulatory authority of any State or
other jurisdiction of the United States (as defined below), and
accordingly may not be offered, sold, pledged or otherwise
transferred directly or indirectly in or into the United States of
America, its territories or possessions, any State of the United
States or the District of Columbia (the "United States") except
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No offering of the Placing
Shares is being made in the United States or to U.S. persons as
defined in and in accordance with Regulation S of the Securities
Act ("Regulation S"), ("U.S. Persons"). The Placing (as defined
below) is being made outside the United States only in offshore
transactions (as defined in Regulation S) meeting the requirements
of Regulation S, other than to U.S. Persons or persons acquiring
for the account or benefit of U.S. Persons. The Company has not
been and will not be registered under the Investment Company Act
and investors will not be entitled to the benefits of the
Investment Company Act. Persons receiving this announcement
(including custodians, nominees and trustees) must not forward,
distribute, mail or otherwise transmit it in or into the United
States or to U.S. Persons or use the United States mails, directly
or indirectly, in connection with the Placing.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Australia, Canada, Japan or South Africa or any
other jurisdiction in which such offer or solicitation is or may be
unlawful (a "Prohibited Jurisdiction"). This announcement and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Prohibited
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
The distribution of this announcement, the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by
law and/or regulation. No action has been taken by the Company, the
Placing Agent or any of their respective affiliates as defined in
Rule 501(b) under the Securities Act (as applicable in the context
used, "Affiliates") that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any such restrictions.
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the FCA, is acting for the Company and for no one
else in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Canaccord Genuity or for affording advice in
relation to the Placing, or any other matters referred to
herein.
By participating in the Placing (as defined below), each person
who is invited to and who chooses to participate in the Placing (a
"Placee") by making an oral offer to take up Placing Shares is
deemed to have read and understood this announcement in its
entirety and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained herein.
The Company and/or Canaccord may require any Placee to agree to
such further terms and/or conditions and/or give such additional
warranties and/or representations as it (in its absolute
discretion) sees fit and/or may require any such Placee to execute
a separate placing letter (a "Placing Letter"). The terms and
conditions contained in any Placing Letter shall be supplemental
and in addition to the terms and conditions contained herein.
Details of the Placing Agreement and the Placing Shares
The Company and InfraRed Capital Partners Limited (the
"Investment Adviser") have entered into a placing, open offer,
offer for subscription and intermediaries offer agreement (the
"Placing Agreement") with Canaccord Genuity, under which the
Placing Agent has, subject to the terms set out therein, agreed to
use reasonable endeavours, as agent of the Company, to procure
Placees for the Placing Shares (the "Placing").
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with each other and with
the Ordinary Shares in issue, including the right to receive all
dividends and other distributions declared, made or paid after
Admission (as hereinafter defined), excluding the entitlement of
the existing Ordinary Shares to the third interim dividend for the
financial year ending 31 March 2017 of 1.91 pence per Ordinary
Share, which was announced on 22 February 2017.
Details of the Issue arrangements and the rights attaching to
the Placing Shares are set out in Parts VII and X respectively of
the Prospectus.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Applications for listing and admission to trading
Application will be made to the FCA (as the competent authority
for listing) for admission of the Placing Shares to the premium
segment of the Official List maintained by the FCA in accordance
with section 74(1) of the Financial Services and Markets Act 2000
("FSMA") for the purposes of part VI of FSMA and to London Stock
Exchange for admission to trading of the Placing Shares on the
London Stock Exchange's main market for listed securities
("Admission"). It is expected that Admission will become effective
and that dealings will commence on 24 March 2017, and in any event
no later than 31 May 2017.
Participation in, and principal terms of, the Placing
A single price per Placing Share (the "Placing Price") will be
payable to the Placing Agent by all Placees.
Prospective Placees will be identified and contacted by the
Placing Agent.
The Placing is expected to close at noon on 21 March 2017.
However, the Company may, with the prior approval of Canaccord
Genuity, bring forward or postpone this date. In the event such
date is changed, the Company will notify investors who have applied
for Placing Shares either by post, by electronic mail or by the
publication of a notice through a regulatory information service
provider to the London Stock Exchange.
Canaccord Genuity will re-contact and confirm orally to Placees
the size of their respective allocations and a trade confirmation
will be dispatched as soon as possible thereafter. Canaccord
Genuity's oral confirmation of the size of allocations and each
Placee's oral commitment to accept the same or such lesser number
in accordance with the paragraph immediately below will constitute
a legally binding agreement pursuant to which each such Placee will
be required to accept the number of Placing Shares allocated to the
Placee at the Placing Price and otherwise on the terms and subject
to the conditions set out herein and in the Prospectus.
The Company (after consultation with the Placing Agent and the
Investment Adviser) reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing and to take account of
allocations under the Offer for Subscription and the Intermediaries
Offer. The Company and the Placing Agent also reserve the right not
to accept offers to subscribe for Placing Shares or to accept such
offers in part rather than in whole. The Placing Agent shall be
entitled to effect the Placing by such method as it shall in its
sole discretion determine. To the fullest extent permissible by
law, neither the Placing Agent, nor any holding company of the
Placing Agent, nor any subsidiary, branch or affiliate of the
Placing Agent (each an "Affiliate") nor any person acting on behalf
of any of the foregoing shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or
otherwise). In particular, neither the Placing Agent, nor any
Affiliate thereof nor any person acting on their behalf shall have
any liability to Placees in respect of their conduct of the
Placing. No commissions will be paid to Placees or directly by any
Placees in respect of any Placing Shares.
Each Placee's obligations will be owed to the Company and to the
Placing Agent. Following the oral confirmation referred to above,
each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Placing Agent, to pay to the
Placing Agent (or as the Placing Agent may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares which such Placee has agreed to acquire.
Commitments under the Placing cannot be withdrawn without the
consent of the Directors. The Company shall allot such Placing
Shares to each Placee following each Placee's payment to the
Placing Agent of such amount.
All obligations of the Placing Agent under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of 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 Placing Agent under the Placing Agreement
are conditional, inter alia, on:
1. admission occurring by no later than 8 a.m. on 24 March 2017
(or such later date as may be agreed between the Company and the
Placing Agent, not being later than close of business on 31 May
2017);
2. the Company and the Investment Adviser delivering, by no
later than 5.00 p.m. on the business day prior to Admission, to the
Placing Agent certificates confirming, inter alia, that none of the
representations, warranties and undertakings given by the Company
or the Investment Adviser, respectively, in the Placing Agreement
has been breached or was untrue, inaccurate or misleading in any
respect when made or, by reason of any event occurring or
circumstance arising before the date of the certificates, would
cease to be true and accurate were it to be repeated on the date of
the certificates; and
3. not less than the aggregate of GBP50 million (or such lesser
amount as the Company and the Placing Agent, in consultation with
the Investment Adviser, may agree) New Ordinary Shares being
subscribed for pursuant to the Issue.
If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Placing Agent),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations under the Placing shall cease and determine at such
time and no claim may be made by a Placee in respect thereof. The
Placing Agent shall have no liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Payment for Placing Shares
Each Placee must pay the Placing Price for the Placing Shares
allocated to the Placee in the manner and by the time directed by
Canaccord Genuity. If any Placee fails to pay as so directed and/or
by the time required, the relevant Placee's application for the
Placing Shares shall at Canaccord Genuity's discretion either be
accepted or rejected.
Right to terminate under the Placing Agreement
Canaccord Genuity may, following consultation with the Company
and the Investment Adviser as is practicable in the circumstances,
at any time before Admission, terminate the Placing Agreement by
giving notice in writing to the Company and the Investment Adviser
if, in the opinion of Canaccord Genuity, acting in good faith:
1. any statement contained in the Prospectus is or has become
untrue, incorrect in any respect or misleading in any material
respect; or
2. matters have arisen which would, if the Prospectus were
issued at that time, constitute a material omission therefrom;
or
3. there has been a breach of any of the Warranties (as defined
in the Placing Agreement) which is material in the context of the
Issue; or
4. one or more of the Warranties was untrue or inaccurate in a
manner which was material in the context of the Issue when given
or, by reason of any event occurring or circumstance arising after
the date of the Placing Agreement, any one or more of the
Warranties would cease to be true and accurate in a manner which is
material in the context of the Issue if repeated at that time;
or
5. by reason of any event occurring or circumstance arising
after the date of the Placing Agreement the Company or the
Investment Adviser would have been in material breach of the
Warranties if given at the time such event occurred or circumstance
arose; or
6. the Company or the Investment Adviser has failed to comply
with any material obligation under the Placing Agreement or
otherwise relating to the Issue.
By participating in the Placing, each Placee agrees with
Canaccord Genuity that the exercise by the Placing Agent of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Placing
Agent and that the Placing Agent need not make any reference to the
Placee in this regard and that, to the fullest extent permitted by
law, the Placing Agent shall not have any liability whatsoever to
the Placee in connection with any such exercise.
Prospectus
The Prospectus has been published in connection with the
Placing, Open Offer, Offer for Subscription, Intermediaries Offer
and Admission. The Prospectus has been approved by the UK Listing
Authority. A Placee may only rely on the information contained in
the Prospectus and any supplementary prospectus published by the
Company prior to Admission in deciding whether or not to
participate in the Placing.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement, the Prospectus and any
supplementary prospectus published by the Company prior to
Admission is exclusively the responsibility of the Company and that
the Prospectus and any supplementary prospectus published by the
Company prior to Admission are exclusively the responsibility of
the Directors and the Company and the persons stated therein as
accepting responsibility for the Prospectus and confirms to the
Placing Agent, the Company and the Investment Adviser that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Placing Agent
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation
referred to below), any of its Affiliates, any persons acting on
its behalf or the Company or the Investment Adviser other than the
Prospectus and neither the Placing Agent, nor any of its
Affiliates, nor any persons acting on their behalf, nor the
Company, nor the Investment Adviser will be liable for the decision
of any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
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) other than the Prospectus
and any supplementary prospectus published by the Company prior to
Admission. By participating in the Placing, each Placee
acknowledges to and agrees with the Placing Agent for itself and as
agent for the Company that, except in relation to the information
contained in this announcement, the
Prospectus and any supplementary prospectus published by the
Company prior to Admission, it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate 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
GB00B0T4LH64) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions. The
Placing Agent reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as it
may deem necessary, if 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.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to Canaccord Genuity and settlement instructions. Placees should
settle against CREST ID: 805. It is expected that such trade
confirmation will be despatched on 22 March 2017 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 which it has in place with Canaccord
Genuity.
It is expected that settlement will be on 24 March 2017 on a T+2
basis in accordance with the instructions set out in the trade
confirmation.
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 2 percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Placing Agent may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for its own account and profit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The Placee will, however, remain liable for any shortfall
below the aggregate amount owed by such Placee and it may be
required to bear any tax or other charges (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, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Canaccord Genuity nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations and Warranties
By agreeing to subscribe for Placing Shares, each Placee which
enters into a commitment to subscribe for Placing Shares will (for
itself and any person(s) procured by it to subscribe for Placing
Shares and any nominee(s) for any such person(s)) be deemed to
agree, represent, warrant and acknowledge to each of the Company,
the Investment Adviser and the Placing Agent:
1. that it has read and understood this announcement in its
entirety and acknowledges that its participation in the Placing
will be governed by the terms of this announcement and the
Prospectus;
2. that it will indemnify on an after-tax basis and hold
harmless each of the Company, Canaccord Genuity, their respective
Affiliates and any person acting on its or their behalf 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 announcement and further agrees that the
provisions of this announcement shall survive after completion of
the Placing;
3. that the New Ordinary Shares of the Company will be admitted
to the premium segment of the Official List of the UK Listing
Authority, and 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") and
that the Placee is able to obtain or access the Exchange
Information without undue difficulty;
4. that neither the Placing Agent, nor any of its Affiliates nor
any person acting on their behalf has provided, and will not
provide it with any material or information regarding the Placing
Shares or the Company; nor has it requested the Placing Agent, any
of its Affiliates or any person acting on their behalf to provide
it with any such material or information;
5. that the content of this announcement, the Prospectus and any
supplementary prospectus published by the Company prior to
Admission is exclusively the responsibility of the Directors and
the Company and the persons stated therein as accepting
responsibility for it and that, apart from the liabilities and
responsibilities (if any) which may be imposed on the Placing Agent
under any regulatory regime, neither the Placing Agent, nor any of
its Affiliates nor any person acting on its or their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in
this announcement, the Prospectus, any supplementary prospectus
published by the Company prior to Admission or any information
previously published by or on behalf of the Company and neither the
Placing Agent, nor any of its Affiliates nor any person acting on
their behalf will be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing to subscribe for the Placing Shares
is contained in this announcement, the Prospectus, any
supplementary prospectus published by the Company prior to
Admission 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 relied on its own
investigation with respect to the Placing Shares and the Company in
connection with its decision to subscribe for the Placing Shares
and acknowledges that it is not relying on any investigation that
the Placing Agent, any of its Affiliates or any person acting on
their behalf may have conducted with respect to the Placing Shares
or the Company and none of such persons has made any
representations to it, express or implied, with respect thereto. It
further agrees that it is not relying on any other information
given, or representation or statement made at any time, by any
person concerning the Company or the Placing, and in particular
agrees that none of the Company, the Investment Adviser and the
Placing Agent, nor any of their respective officers, agents or
employees, will have any liability for any other information or
representation. It irrevocably and unconditionally waives any
rights it may have in respect of any other information or
representation;
6. that it has not relied on any information relating to the
Company contained in any research reports prepared by Canaccord
Genuity, its Affiliates or any person acting on their behalf and
understands that (i) none of Canaccord Genuity, any of its
Affiliates nor any person acting on its or their behalf has or
shall have any liability for public information or any
representation; (ii) none of Canaccord Genuity, any of its
Affiliates nor any person acting on their behalf has or shall have
any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of
publication, the date of this announcement or otherwise; and that
(iii) none of Canaccord Genuity, any of its Affiliates nor any
person acting on its or their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this announcement or otherwise;
7. that it:
i) is entitled to acquire the Placing Shares under the laws and
regulations of all relevant jurisdictions which apply to it;
ii) has fully observed such laws and regulations and obtained
all such governmental and other guarantees and other consents and
authorities which may be required thereunder and complied with all
necessary formalities;
iii) has all necessary capacity to commit to participation in
the Placing and to perform its obligations in relation thereto and
will honour such obligations;
iv) has paid any issue, transfer or other taxes due in
connection with its participation in any territory; and
v) has not taken any action which will or may result in the
Company, the Placing Agent, the Investment Adviser, any of their
respective Affiliates or any person acting on its or their behalf
being in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing;
8. that the issue to the Placee, or the person specified by the
Placee for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and
that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
Placing Shares into a clearance system;
9. that it understands that the Placing Shares have not been and
will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States and that the Company has not been registered as an
"investment company" under the Investment Company Act;
10. that it:
i) is, or at the time the Placing Shares are acquired, it will
be, the beneficial owner of such Placing Shares and is neither a
person located in the United States nor acting on behalf of a
person in the United States;
ii) is, or at the time the Placing Shares are acquired, it will
be, acquiring the Placing Shares in an "offshore transaction" (as
defined in Regulation S); and
iii) will not offer, sell, renounce, transfer or deliver,
directly or indirectly, the Placing Shares in the United States or
to any U.S. Person, except in accordance with Regulation S or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act;
11. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom prior to
Admission except to "qualified investors" as defined in Article
2.1(e) of the Prospectus Directive;
12. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which it is permitted to do so pursuant to
section 21 of FSMA;
13. that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving the United
Kingdom;
14. that it has complied with its obligations in connection with
money laundering and terrorist financing under the Criminal Justice
Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000,
the Anti-terrorism Crime and Security Act 2001 and the Money
Laundering Regulations 2007 of the United Kingdom, the Handbook for
Financial Services Business on Countering Financial Crime and
Terrorist Financing issued by the Guernsey Financial Services
Commission and the Criminal Justice (Proceeds of Crime) (Financial
Services Businesses) (Bailwick of Guernsey) Regulations (the
"Regulations") and, if it is 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;
15. that due to anti-money laundering and the countering of
terrorist financing requirements, the Placing Agent and/or the
Company may require proof of identity of the Placee and related
parties and verification of the source of the payment before its
commitment can be processed and that, in the event of delay or
failure by the Placee to produce any information required for
verification purposes, the Placing Agent and/or the Company may
refuse to accept the application and the subscription moneys
relating thereto. It agrees to hold harmless and to indemnify the
Placing Agent and the Company against any liability, loss or cost
ensuing due to the failure to process such commitment, if such
information as has been required has not been provided by it or has
not been provided on a timely basis;
16. that it is (a) a person falling within Article 19(5) of the
FPO or (b) a person falling within Article 49(2)(a) to (d) of the
FPO and undertakes that it will acquire, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its
business;
17. that it is a qualified investor as defined in section 86(7)
of FSMA, being a person falling within Article 2.1(e)(i), (ii) or
(iii) of the Prospectus Directive and that if it is a resident in
the EEA (other than the United Kingdom), if its Relevant Member
State has implemented the AIFM Directive, it is a person to whom
the Placing Shares may be lawfully marketed under the AIFM
Directive or under the applicable implementing legislation (if any)
of that Relevant Member State;
18. if it is outside the United Kingdom, neither the Prospectus
nor any other offering, marketing or other material in connection
with the Placing constitutes an invitation, offer or promotion to,
or arrangement with, it or any person whom it is procuring to
subscribe for Placing Shares pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and the Placing Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
19. it (and any person acting on its behalf) will pay for the
Placing Shares acquired by it in accordance with this announcement
on the due time and date set out herein against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may
be placed with other Placees or sold as the Placing Agent 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
announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
20. that neither the Placing Agent, nor any of its Affiliates
nor any person acting on their behalf is making any recommendations
to it or advising it regarding the suitability or merits of any
transaction it may enter into in connection with the Placing, and
acknowledges that participation in the Placing is on the basis that
it is not and will not be a client of the Placing Agent or any of
its Affiliates and that neither the Placing Agent, nor any of its
Affiliates nor any person acting on their behalf has any duties or
responsibilities to it for providing the protections afforded to
their clients or for providing advice in relation to the Placing or
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise
or performance of any of Canaccord Genuity's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
21. that:
i) the person whom it specifies for registration as holder of
the Placing Shares will be (a) the Placee or (b) the Placee's
nominee, as the case may be;
ii) neither the Placing Agent nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement; and
iii) the Placee and any person acting on its behalf agrees to
acquire the Placing Shares on the basis that the Placing Shares
will be allotted to the CREST stock account of Canaccord Genuity
which will hold them as settlement agent as nominee for the Placees
until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
22. that it requests, at its own initiative, that the Company
(or its agents) notifies it of all future opportunities to acquire
securities in the Company and provides it with all available
information in connection therewith;
23. that any agreements entered into by it pursuant to these
terms and conditions and any non-contractual obligations arising
out of or in connection with such agreements shall be governed by
and construed in accordance with the laws of England, that 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 agreement or non-contractual obligations and agree that
nothing shall limit the right of the Company to bring any action,
suit or proceeding arising out of or in connection with any such
agreements in any other manner permitted by law or in any court of
competent jurisdiction;
24. that it irrevocably appoints any director of the Placing
Agent as its agent for the purposes of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
25. that it is not a resident of any Prohibited Jurisdiction and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be cleared in respect of the
Placing Shares under the securities legislation of any Prohibited
Jurisdictions and, subject to certain exceptions, may not be
offered, sold, taken up, renounced, delivered or transferred,
directly or indirectly, within any Prohibited Jurisdiction;
26. that any person who confirms to Canaccord Genuity on behalf
of a Placee an agreement to subscribe for Placing Shares and/or who
authorises Canaccord Genuity to notify the Placee's name to the
Company's registrar, has authority to do so on behalf of the
Placee;
27. that the agreement to settle each Placee's acquisition of
Placing Shares (and/or the acquisition of a person for whom it is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it
and/or such person direct from the Company of the Placing Shares in
question. Such agreement assumes that the Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the
settlement related to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor the Placing Agent will be responsible. If
this is the case, the Placee should take its own advice and notify
Canaccord Genuity accordingly;
28. that the Placing Shares will be issued and/or transferred
subject to the terms and conditions set out in this announcement
and otherwise as stated in the Prospectus;
29. that when a Placee or any person acting on behalf of the
Placee is dealing with Canaccord Genuity, any money held in an
account with Canaccord Genuity 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 relevant rules and regulations of
the FCA. 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 Canaccord
Genuity money in accordance with the client money rules and will be
used by Canaccord Genuity in the course of its business; and the
Placee will rank only as a general creditor of Canaccord
Genuity;
30. that if it is outside the United Kingdom, neither the
Prospectus nor any other offering, marketing or other material in
connection with the Placing constitutes an invitation, offer or
promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for Placing Shares pursuant to the Placing
unless, in the relevant territory, such offer, invitation or other
course of conduct could lawfully be made to it or such person and
such documents or materials could lawfully be provided to it or
such person and the Placing Shares could lawfully be distributed to
and subscribed and held by it or such person without compliance
with any unfulfilled approval, registration or other regulatory or
legal requirements;
31. that any of its clients, whether or not identified to the
Placing Agent or any of its Affiliates or agents, will remain its
sole responsibility and will not become clients of the Placing
Agent or any of its Affiliates or agents for the purposes of the
rules of the Financial Conduct Authority or for the purposes of any
other statutory or regulatory provision
32. that the representations, undertakings and warranties
contained in this announcement are irrevocable, and acknowledges
and understands that that the Company, the Placing Agent, and
others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements and it agrees that if any of the representations
or warranties made or deemed to have been made by its subscription
of the Placing Shares are no longer accurate, it shall promptly
notify the Placing Agent and the Company in writing;
33. that time shall be of the essence as regards its obligations
to settle payment for the relevant Placing Shares and to comply
with its other obligations under the Placing; and
34. that the basis of allocation will be determined by the
Company (after consulting with the Placing Agent and the Investment
Adviser) at its absolute discretion. The right is reserved to
reject in whole or in part and/or scale back any participation in
the Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Placing Agent (for its own benefit and, where relevant, the
benefit of its Affiliates and any person acting on their behalf)
and are irrevocable.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Canaccord Genuity
will be responsible and the Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Canaccord Genuity in the event
that any of the Company or Canaccord Genuity has incurred any such
liability to stamp duty or stamp duty reserve tax.
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 acquire any Placing Shares.
All times and dates in this announcement may be subject to
amendment. The Placing Agent shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
Important Information
This Announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014.
This announcement has been issued by the Company and is the sole
responsibility of the Company.
This Announcement is for information purposes only and does not
constitute an invitation to subscribe for or otherwise acquire or
dispose of securities in the Company in any jurisdiction. The
information contained in this Announcement is for background
purposes only and does not purport to be full or complete. This
announcement does not constitute or form part of any offer to issue
or sell, or any solicitation of any offer to subscribe or purchase
any investments nor shall it (or the fact of its distribution) form
the basis of, or be relied on in connection with, any contract
therefor.
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 Canaccord Genuity Limited or by any of
its respective affiliates or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement and the information contained herein is not
for publication, release or distribution, directly or indirectly,
in or into the United States, Australia, Canada, Japan or South
Africa or any jurisdiction in which the same would be unlawful.
This announcement does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the
capital of the Company in the United States, Australia, Canada,
Japan or South Africa or any jurisdiction in which such an offer or
solicitation is unlawful.
Shares in the Company have not been, nor will be, registered
under the Securities Act or with any securities regulatory
authority of any State or other jurisdiction of the United States,
and accordingly may not be offered, sold or transferred within the
United States except pursuant to an exemption from, or in a
transaction not subject to, registration under the Securities Act.
The Company has not been and will not be registered under the
Investment Company Act and investors will not be entitled to the
benefits of that Act. In addition, relevant clearances have not
been, and will not be, obtained from the securities commission (or
equivalent) of any province of Australia, Canada, Japan or South
Africa and, accordingly, unless an exemption under any relevant
legislation or regulations is applicable, none of the Ordinary
Shares or the New Ordinary Shares may be offered, sold, renounced,
transferred or delivered, directly or indirectly, in Australia,
Canada, Japan or South Africa.
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the FCA, is acting for the Company and is acting
for no-one else in connection with the Placing.
InfraRed Capital Partners Limited, which is authorised and
regulated in the United Kingdom by the FCA, acts as Investment
Adviser to the Company and is acting for no-one else in connection
with the Placing.
The rights and remedies of Canaccord Genuity 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 or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to
Canaccord Genuity:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
Capitalised terms not otherwise defined herein have the meaning
given to them in the Prospectus.
Enquiries
InfraRed Capital Partners
Limited
Tony Roper
Keith Pickard 020 7484
Harry Seekings 1800
020 7523
8473
020 7523
8478
020 7523
Canaccord Genuity Limited 8094
020 7523
Sales Enquiries 8474
Dominic Waters 020 7523
Neil Brierley 8470
Will Barnett
Robbie Robertson
Gavin Tooke 020 7523
8361
Corporate Enquiries 020 7523
David Yovichic 8360
Lucy Lewis 020 7523
Denis Flanagan 8356
Tulchan Communications
David Allchurch 020 7353
Latika Shah 4200
This information is provided by RNS
The company news service from the London Stock Exchange
END
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