TIDMIGE
RNS Number : 8095U
Image Scan Holdings PLC
17 July 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN IMAGE SCAN HOLDINGS PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) 596/2014 (MAR). ON PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
Image Scan Holdings plc
("Image Scan" or the "Company")
Proposed acquisition of Todd Research Limited for GBP3.25
million
Proposed Placing and Subscription to raise GBP1.25 million
Proposed Capital Reduction
and
Notice of General Meeting
Image Scan Holdings plc (AIM: IGE), specialists in the field of
X-ray imaging for the security and industrial inspection markets,
is pleased to announce that it has entered into a conditional
agreement to acquire the entire issued share capital of Todd
Research Limited ("Todd Research"), a UK developer and manufacturer
of X-ray systems for security purposes from Supply 999 Holdings
Limited (the "Vendor") for a total consideration of GBP3.25 million
subject to a net asset adjustment (the "Acquisition") as set out in
a share purchase agreement (the "Share Purchase Agreement").
The Acquisition is to be partially funded by GBP2.0 million of
vendor loan notes and partially through a placing of 25,000,000 new
Ordinary Shares (the "Placing") and subscription for 6,250,000 new
Ordinary Shares (the "Subscription") in Image Scan at a price of 4
pence per share (the "Placing Price") to raise gross proceeds of
approximately GBP1.25 million. Cantor Fitzgerald Europe are acting
as sole bookrunner in connection with the Placing.
Highlights
Acquisition
-- Todd Research is a private, venture capital owned, UK based
designer, manufacturer and supplier of X-ray scanners, which
reported audited revenues of GBP2.1 million, generating gross
profit of GBP1.4 million and profit before tax of GBP0.47 million
in the 12 months ended 31 March 2018.
-- The Acquisition presents an opportunity to acquire a
specialist security solutions business providing scale,
complementary products, high quality earnings and access to
accounts with UK government bodies, leading financial services and
international blue chip corporates.
-- The total consideration for the Acquisition of GBP3.25
million will be funded from the proceeds of the Placing and
Subscription and vendor loan notes. The total consideration
represents a multiple of approximately 5 times the normalised
earnings for the year ended 31 March 2018.
-- The Board expects the Acquisition to bring immediate benefits
to the Company. Notwithstanding the dilutive effects of the Placing
and Subscription, the Acquisition is expected to be enhancing to
the Group's underlying earnings in the first full year
post-completion.
-- The Company's Board of Directors will remain unchanged
following completion of the Acquisition.
Financing the Acquisition
-- The total consideration of GBP3.25 million will be funded by a combination of:
o GBP1.0 million from the proceeds of the Placing;
o GBP0.25 million from the proceeds of the Subscription; and
o GBP2.0 million of 8 per cent vendor loan notes to be repaid on
or prior to 31 August 2020, compromising GBP1.0 million unsecured
loan note and a GBP1.0 million secured loan note.
The Placing and Subscription
-- A total of 25,000,000 new ordinary shares are to be issued in
the Placing (the "Placing Shares") and a total of 6,250,000 new
ordinary shares are to be issued pursuant to the Subscription ( the
"Subscription Shares"). The Placing Shares and Subscription Shares
will be issued at the Placing Price to raise gross proceeds of
GBP1.25 million.
-- The Placing is being conducted through an accelerated
bookbuilding process which will commence immediately following this
announcement in accordance with the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being the
"Announcement").
-- The Placing is conditional upon, amongst other things,
shareholder approval at the General Meeting and admission of the
Placing Shares to trading on AIM ("Admission").
-- Cantor Fitzgerald Europe is acting as sole bookrunner in
connection with the Placing. A placing agreement has been entered
into earlier today between the Company and Cantor Fitzgerald Europe
in connection with the Placing (the "Placing Agreement"), which is
not being underwritten.
-- Bill Mawer and Tim Jackson, Directors of the Company, intend
to apply for 625,000 new Ordinary shares each in the Placing.
Capital Reduction
-- In addition to the Acquisition and Placing, the Company
announces that it intends to undertake a share capital
re-organisation (the "Capital Reduction"). The Board believes it is
an appropriate time to create additional distributable reserves
which would provide the Company with flexibility in relation to
future dividends.
-- The Capital Reduction is conditional upon, amongst other
things, shareholder approval and the approval of the Court.
General Meeting
The Placing and Capital Reduction will be conditional upon the
approval of the resolutions relating to the proposed issue of the
Placing and Subscription Shares and the Capital Reduction
respectively as set out in the notice of General Meeting (the
"Resolutions") by the Shareholders at the General Meeting to be
held at the offices of Cantor Fitzgerald Europe, One Churchill
Place, Canary Wharf, London, E14 5RB at 10.00 a.m. on 7 August
2018. A circular to shareholders (the "Circular") containing a
notice of General Meeting is being posted to shareholders today and
will be available on the Company's website www.ish.co.uk
Bill Mawer, Executive Chairman and Chief Executive Officer of
Image Scan commented:
"Image Scan is excited by the opportunities which this
acquisition brings. We already know Todd Research well, having
successfully sold their cabinet X-ray systems over the last two
years. For us, the acquisition is about quality of earnings and
growth and, with its recurring revenue, high profitability and
synergistic product range Todd Research will significantly enhance
our business. Our immediate focus will be to develop new export
channels through our extensive network of international partners
and we are already primed to do this."
Enquiries
Image Scan Holdings plc +44 (0)1509 817 400
Bill Mawer, Chairman and Chief ir@ish.co.uk
Executive Officer
Sarah Atwell King, Company Secretary
Cantor Fitzgerald Europe +44 (0)20 7894 7000
(Nominated Adviser and Broker)
Rick Thompson / Will Goode / Michael
Boot (Corporate Finance)
Caspar Shand Kydd / Alex Pollen
(Sales)
For further information on the Company, please visit
www.ish.co.uk and for further information on the products, please
visit: www.3dx-ray.com
Background to the Acquisition
Todd Research is a private, UK based designer, manufacturer and
supplier of X-ray scanners, across a diverse range of public and
private market channels. Its primary product range consists of
cabinet X-ray scanners used for scanning mail and small packages in
mail rooms, and in government and commercial buildings. The
business services an array of markets and its customers include
Government bodies, ), financial services companies and large
international corporate entities.
In addition to its own products, Todd Research supplies a wide
range of third party security systems, often as part of an
integrated package, having first carried out a security needs
assessment for the customer.
Typically, approximately 50 per cent. of Todd Research's income
is derived from ongoing service contracts on its installed base of
over 700 systems in, for example, embassies, banks, and government
buildings, worldwide. As these systems are often deployed in public
places, regular maintenance is compulsory, meaning customers must
establish annual maintenance contracts.
Summary Financials of Todd Research
Year ended 31 March FY16 FY17 FY18
Sales (GBPk) 1,844 1,885 2,138
------ ------ ------
Gross profit (normalised)
(GBPk) 865 879 982
------ ------ ------
Gross profit margin
(normalised) 47% 47% 46%
------ ------ ------
EBT (reported) (GBPk) 735 731 470*
------ ------ ------
*In the financial year ended 31 March 2018, pursuing an organic
growth strategy rather than a sale of the business, Todd Research
made a number of non-recurring investments together adding costs of
GBP185k in the year. If these non-recurring costs are adjusted from
FY2018, a normalised profit before tax of GBP655k is reached.
It is expected that Todd Research profits for part of August and
September will be included in the accounts of the Enlarged Group
for the year to 30 September 2018. Offset against this will be
Acquisition costs of approximately GBP271,000.
The Directors believe that the Acquisition will be earnings
enhancing in the first full year of ownership.
Strategic rationale for the Acquisition
The Directors consider the Acquisition to be in the best
interests of the Company and its Shareholders as a whole for the
following key reasons:
-- The Company is familiar with Todd Research's products and,
under a distribution agreement signed in 2016, has demonstrated
that new markets can be found for them through the Company's
extensive routes to international security markets.
-- The Company and Todd Research bring together complementary
expertise, complementary technology and access to complementary
markets, helping the Enlarged Group enhance its position as a
leading provider of security solutions. Todd Research will be
integrated into Image Scan's trading subsidiary, 3DX-RAY
Limited.
-- The Company will use its extensive network of international
partners to promote Todd Research's products into a wide range of
international markets where they have not previously been sold,
drawing on the experience of marketing these products under the
distribution agreement. The Company will also seek to exploit Todd
Research's strong UK customer base to seek new outlets for its
portable X-ray systems.
-- The Company plans to investigate how its wide portfolio of
X-ray technology, detection techniques and image processing
algorithms can be used to enhance Todd Research's cabinet X-ray to
further increase their competitiveness and create new
opportunities.
-- Todd Research has been run as a division within a larger
company, so there are no senior corporate staff within the acquired
business. However, the nine staff within the business will be
integrated under the Directors and senior managers of the Company.
Manufacturing of the cabinet X-ray systems will be moved to the
Company's site in Loughborough and a serviced office facility is
being sought for staff that will remain in Cambridgeshire. Todd
Research has an established reputation for quality which is
consistent with the ethos of the Group.
-- The Directors believe that the Acquisition could create the
potential for further acquisitions with similar opportunities for
synergy and growth.
Details of the Acquisition
On 16 July 2018, the Company entered into the Share Purchase
Agreement with the Seller to conditionally acquire the entire
issued share capital of Todd Research, for an aggregate sum of
GBP3.25 million subject to adjustment as set out in the Share
Purchase Agreement by reference to a target net asset value of
GBP200,000.
The Seller has agreed, severally, to give warranties in relation
to the Todd Research business to the Company. The warranties are
quali ed by the Disclosure Letter (as such term is de ned in the
Share Purchase Agreement) and certain limitations on liability. The
maximum liability pursuant to the warranties given by the Seller is
limited to GBP25,000. However, the Company has obtained warranty
and indemnity insurance in respect of the balance up to GBP3.25
million. The time limit for bringing claims (other than for tax
matters) expires two years after Completion (or seven years after
Completion in respect of claims under the tax warranties or the tax
covenant).
Completion is conditional on the Placing becoming unconditional
(save for conditions relating to Admission). If any conditions are
not satis ed on or before 31 August 2018 or, if applicable, waived,
the Acquisition will not proceed.
Details of the Placing and Subscription
The Company intends to raise approximately GBP1.25 million
(before expenses) pursuant to the Placing and Subscription at the
Placing Price.
Placing
The Placing will be conducted by Cantor Fitzgerald Europe in
accordance with the terms and conditions set out in the Appendix to
this Announcement. The bookbuilding process will determine demand
for and participation in the Placing. The bookbuilding will
commence with immediate effect following this Announcement and the
books are expected to close no later than 4.30 p.m. on the date of
this Announcement. However, Cantor Fitzgerald Europe reserves the
right to close the books earlier or later without further
notice.
The timing of the closing of the books is at the absolute
discretion of Cantor Fitzgerald Europe in consultation with the
Company. The allocations will be determined by Cantor Fitzgerald
Europe in its absolute discretion following consultation with the
Company and will be confirmed orally by Cantor Fitzgerald Europe
following the close of the bookbuilding process. A further
announcement will then be made following the completion of the
bookbuilding process.
The Placing is conditional, inter alia, upon:
-- The Company having complied with its obligations under the
Placing Agreement which has been entered into between the Company
and Cantor Fitzgerald Europe (save where failure to do so is not
material in the context of the Placing) and to the extent that such
obligations are required to be performed prior to Admission.
-- The passing of the Resolutions relating to the issue of the Placing Shares.
-- the Acquisition Agreement not having lapsed or terminated and
having been completed in accordance with its terms prior to
Admission.
-- Admission of the Placing Shares taking place by no later than
8.00 am on 8 August 2018 (or such later date, not being later than
8.00 a.m. on 10 September 2018, as the Company and Cantor
Fitzgerald Europe may agree).
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from placees will be
returned to them (at the placees' risk and without interest) as
soon as possible.
The Placing Agreement contains customary warranties given by the
Company to Cantor Fitzgerald Europe with respect to the Company's
business and customary indemnities given by the Company to Cantor
Fitzgerald Europe in respect of liabilities arising out of or in
connection with the Placing. Cantor Fitzgerald Europe are entitled
to terminate the Placing Agreement in certain circumstances prior
to Admission, including circumstances where any of the warranties
are found not to be true or accurate or were misleading and which
in any such case is material, or on the occurrence of certain force
majeure events. The new Ordinary Shares will be issued credited as
fully paid and will rank in full for all dividends and other
distributions declared, made or paid after Admission of the Placing
Shares and will otherwise rank on Admission pari passu in all
respects with the Existing Ordinary Shares. The Placing Shares are
not being made available to the public and are not being offered or
sold in any jurisdiction where it would be unlawful to do so.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the
Placing Shares, will commence at 8.00 a.m. on or around 8 August
2018 (or such later date as Cantor Fitzgerald Europe and the
Company may agree).
The terms and conditions of the Placing are set out in the
Appendix to this Announcement.
Subscription
Pursuant to the Subscription Agreement, Spring Ventures Group
Investments Limited has conditionally agreed to subscribe for the
Subscription Shares raising GBP250,000 in aggregate at the Placing
Price. The Subscription is conditional, inter alia, on Admission
becoming effective by not later than 8.00 a.m. on 10 August 2018 or
such later date as the Company may determine being not later than
8.00 a.m. on 10 September 2018. The Subscription Shares will
represent 3.7 per cent. of the Enlarged Share Capital.
The Subscription Agreement contains certain warranties given by
the Company including the accuracy of information given to Supply
Ventures Group Investments Limited and other matters relating to
the Company and its business.
The Company, Cantor Fitzgerald Europe and Spring Ventures Group
Investments Limited have entered into a lock-in deed, pursuant to
which Spring Ventures Group Investments Limited have agreed that
subject to certain customary exceptions, (i) for a period of six
months from the date of Admission, neither they nor their connected
persons shall transfer or dispose of the Subscription Shares; and
(ii) for a further period of six months, Spring Ventures Group
Investments Limited shall only be able to transfer or dispose of
Ordinary Shares in which they have a beneficial interest through
the Company's broker in order to maintain an orderly market in the
Ordinary Shares.
Capital Reduction
In addition to the Acquisition and Placing, the Company
announces that it intends to seek shareholder consent at the
General Meeting to undertake a share capital re-organisation to
allow the Company to make future dividend payments. There will be
no change in the number of Ordinary Shares in issue (or their
nominal value) following the capital re-organisation.
The Capital Reduction itself will not involve any distribution
or repayment of capital or share premium by the Company, and will
not reduce the underlying net assets of the Company.
The proposed capital reduction will cancel the Company's share
premium account. This will create distributable reserves which will
be available for the directors of the Company to use for the
purposes of paying dividends, either in cash or 'in specie', should
circumstances in the future make it desirable to do so.
The capital re-organisation requires both shareholder consent
and the approval of the Court. Following the General Meeting, if
approved, an application will be made to the Court in order to
confirm and approve the Capital Reduction. The Capital Reduction is
not conditional on the passing of the Resolutions, other than the
Resolution relating to the approval of the Capital Reduction.
Expected timetable for the Capital Reduction
Court Hearing to confirm directions 19 September 2018
Court Hearing to confirm Capital Reduction 15 October 2018
Effective date of Capital Reduction 16 October 2018
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section of this Announcement.
FORWARD LOOKING STATEMENTS
To the extent that this Announcement contains certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance, a number of risks and
uncertainties exist. The Company cautions readers that any
forward-looking statement is no guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements.
A forward-looking statement can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "predict" or other words of similar meaning.
Examples of forward-looking statements include, amongst others,
statements regarding or which make assumptions in respect of the
planned use of the proceeds of the Placing, the liquidity position
of the Company, the future performance of the Company, future
foreign exchange rates, interest rates and currency controls, the
future political and fiscal regimes in the overseas markets in
which the Company operates, the Company's future financial
position, plans and objectives for future operations and any other
statements that are not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets, market
related risks such as changes in interest rates and foreign
exchange rates, the policies and actions of governmental and
regulatory authorities, changes in legislation, the further
development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current
and future periods, evolving practices with regard to the
interpretation and application of standards under IFRS, the outcome
of pending and future litigation or regulatory investigations, the
success of future acquisitions and other strategic transactions and
the impact of competition. A number of these factors are beyond the
Company's control. As a result, the Company's actual future results
may differ materially from the plans, goals, and expectations set
forth in the Company's 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.
These forward-looking statements reflect the Company's judgement at
the date of this Announcement and are not intended to give any
assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or any applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to release publicly 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.
Cantor Fitzgerald is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom. Cantor
Fitzgerald is acting exclusively for the Company and no one else in
connection with the Bookbuild and the Placing, and Cantor
Fitzgerald will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Bookbuild or the Placing or any other matters 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 Cantor Fitzgerald or by any of their
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 therefor is
expressly disclaimed.
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 Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cantor
Fitzgerald 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.
Cantor Fitzgerald is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The Placing Shares to be issued and/or sold pursuant to the
Placing will not be admitted to trading on any stock exchange other
than to AIM.
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
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
This Announcement, including this Appendix and the information
contained herein is restricted and is not for publication, release
or distribution in or into the United States, Australia, Canada,
Japan, the Republic of South Africa, the Republic of Ireland, New
Zealand or any other jurisdiction in which such release,
publication or distribution would be unlawful
Each Placee (being the person procured by Cantor Fitzgerald
Europe) should consult with its own advisers as to legal, tax,
business and related aspects of any subscription for and/or
purchase of Placing Shares.
These Terms and Conditions contained within this Announcement
(the "Terms and Conditions") do not constitute an offer or
invitation to acquire, underwrite or dispose of, or any
solicitation of any offer or invitation to acquire, underwrite or
dispose of, any Ordinary Shares or other securities of the Company
to any person in any jurisdiction to whom it is unlawful to make
such offer, invitation or solicitation in such jurisdiction.
Persons who seek to participate in the Placing must inform
themselves about and observe any such restrictions and must be
persons who are able to lawfully receive this Announcement in their
jurisdiction. In particular, these Terms and Conditions do not
constitute an offer or invitation (or a solicitation of any offer
or invitation) to acquire, underwrite or dispose of or otherwise
deal in any Ordinary Shares or other securities of the Company in
the United States, Canada, Australia, Japan, Singapore or the
Republic of South Africa, subject to certain limited
exemptions.
Members of the public are not eligible to take part in the
Placing and each Placee agrees, warrants and represents that it is
not acquiring Placing Shares on behalf of members of the public or
its Retail Clients (as that term is defined in the Rules of the
FCA), save where the Placee does so on a fully discretionary basis
and without reference to any such Retail Clients. In the UK, these
Terms and Conditions are information purposes only and are directed
only at: (A) persons in member states of the European Economic Area
who are Qualified Investors as defined in section 86(7) of FSMA,
("Qualified Investors") being persons falling within the meaning of
Article 2(1)(e) of the EU Prospectus Directive (which means
directive 2003/71/EC (as amended by directive 2010/73/EC)) and
includes any relevant implementing directive measure in any member
state (the "Prospectus Directive"); (B) in the United Kingdom,
Qualified Investors who are persons who (i) have professional
experience in matters relating to investments and are "investment
Professionals" falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) are persons falling within article 49(2)(a) to (d)
("High Net Worth Companies, Unincorporated Associations, etc")
of
the Order (iii) existing Shareholders of the Company falling
within article 43(2) of the Order; or (C) are persons to whom they
may otherwise be lawfully communicated (all such persons together
being referred to as "Relevant Persons").
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the United Kingdom or in any
other jurisdiction. No offering document or prospectus has been or
will be submitted to be approved by the Financial Conduct
Authority, the London Stock Exchange or any other regulatory body
in relation to the Placing and Placees' commitments in respect of
Placing Shares will be made solely on the basis of the information
contained in this Announcement and the terms and conditions
contained in this Appendix.
The price of Ordinary Shares in the Company and the income from
them (if any) may go down as well as up and investors may not get
back the full amount invested on disposal of Ordinary Shares.
The Placing Shares have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under any other securities legislation of any
state of the United States or registered or qualified under the
applicable securities laws of any province of Canada or Australia,
Japan, Singapore or the Republic of South Africa. Accordingly, the
Placing Shares may not, subject to certain limited exceptions, be
offered or sold, directly or indirectly, within the United States,
any province of Canada or Australia, Japan, Singapore or the
Republic of South Africa or a national, citizen or resident of any
province of Canada or Australia, Japan, Singapore or the Republic
of South Africa. The Placing Shares are being offered and sold
outside the United States in offshore transactions complying with
Regulation S under the Securities Act, which provides an exemption
from the requirement to register the offer and sale under the
Securities Act.
These Terms and Conditions apply to any person who offers to
subscribe for or purchase Placing Shares in the Placing. Each
person invited to, and who chooses to, participate in the Placing
(a "Placee") to whom these Terms and Conditions apply, as described
below, who confirms his agreement, whether by telephone or
otherwise, with Cantor Fitzgerald Europe to subscribe for and/or
purchase Placing Shares in the Placing, hereby agrees with Cantor
Fitzgerald Europe to be legally and irrevocably bound by these
Terms and Conditions which will be the Terms and Conditions on
which the Placing Shares will be acquired and purchased in the
Placing.
Capitalised terms not otherwise defined in this Appendix are as
defined in the Announcement relating to the Placing of which this
Appendix forms a part.
The Terms and Conditions must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which the Terms and Conditions set out herein relates
is available only to Relevant Persons and will be engaged in only
with Relevant Persons. A Placee may not assign, transfer, or in any
manner, deal with its rights and obligations under the agreement
arising from the acceptance of the Placing, without the prior
written agreement of Cantor Fitzgerald Europe, in accordance with
all relevant requirements. This Appendix does not itself constitute
an offer for sale or subscription of any securities in the
Company.
All times and dates in this Appendix are references to times and
dates in London (United Kingdom).
Terms of the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. The number of
Placing Shares will be agreed between the Company and Cantor
Fitzgerald Europe following completion of a Bookbuilding exercise
by Cantor Fitzgerald Europe. The number of Placing Shares will be
announced on a Regulatory Information Service following completion
of the Bookbuild.
Each Placee's commitment to subscribe for or purchase a fixed
number of Placing Shares under the Placing will be agreed orally
with Cantor Fitzgerald Europe and such agreement will constitute a
binding irrevocable commitment by a Placee, subject to the Terms
and Conditions set out in this Appendix, to subscribe or purchase
and pay for the relevant number of Placing Shares (the "Placing
Participation") at the Placing Price. Such commitment is not
capable of termination or rescission by the Placee in any
circumstances except fraud. All such obligations are entered into
by the Placee with Cantor Fitzgerald Europe acting in its capacity
as agent of the Company and are therefore directly enforceable by
the Company.
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent a confirmatory email
stating the number of Placing Shares allocated to it at the Placing
Price, the total subscription and/or purchase amount payable to
Cantor Fitzgerald Europe and including settlement instructions (the
"Confirmation Note").
Each Placee will be deemed to have read and understood this
Announcement and Appendix in its entirety. Cantor Fitzgerald Europe
is acting for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a
recipient of these Terms and Conditions) as a client in relation to
the Placing and to the fullest extent permitted by law and
applicable FCA rules, neither Cantor Fitzgerald Europe nor any of
its affiliates will have any liability, obligation or duty to
Placees or to any person other than the Company in respect of the
Placing.
The Placing Shares will, when issued, rank pari passu in all
respects and form one class with the Existing Ordinary Shares of
the Company in issue on Admission, including the right to receive
dividends or other distributions, if any. The Placing Shares will
be issued free of any encumbrance, lien or other security
interest.
Application for Admission
Application will be made to the London Stock Exchange for
Admission. It is anticipated that Admission will become effective
at 8.00 a.m. on 08 August 2018 and that dealings in the Placing
Shares will commence at that time and date for normal account
settlement.
Placing Participation conditions
Each Placee's Placing Participation is in all respects
conditional upon, inter alia:-
(i) the Placing Agreement entered into between Cantor Fitzgerald
Europe and the Company relating to the placing of the Placing
Shares becoming unconditional in all respects and not having been
terminated in accordance with its terms; and
(ii) Admission having become effective,
in each case by 8.00 a.m. on 08 August 2018 (or such later time
and/or date as the Company and Cantor Fitzgerald Europe agree, but
in any event being no later than 8.00 a.m. on 10 September 2018
(the "Long Stop Date")).
Scaling back
Cantor Fitzgerald Europe (after consulting with the Company)
reserves the right to scale back the number of Placing Shares to be
subscribed or purchased by any Placee or the number of Placing
Shares to be subscribed for or purchased by all Placees in
aggregate. The Company and Cantor Fitzgerald Europe also reserve
the right not to offer allocations of Placing Shares to any person
and not to accept offers to subscribe for or purchase Placing
Shares or to accept such offers in part rather than in whole.
Cantor Fitzgerald Europe shall be entitled to effect the Placing by
such method as it shall in its sole discretion determine in
consultation with the Company.
To the fullest extent permissible by law, neither Cantor
Fitzgerald Europe or any CFE 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, none of the Company, Cantor Fitzgerald
Europe nor any CFE Affiliates nor any person acting on behalf of
any such person shall have any liability to Placees in respect of
Cantor Fitzgerald Europe's conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement, Cantor Fitzgerald Europe has
agreed on behalf of and as agent of the Company, to use its
reasonable endeavours to procure persons who will subscribe for the
Placing Shares at the Placing Price, subject to these Terms and
Conditions. The Placing is not underwritten.
Conditions of the Placing
The obligations of Cantor Fitzgerald Europe under the Placing
are conditional on, inter alia:
(a) the Placing Agreement being entered into by the parties
thereto and not having been terminated in accordance with its terms
prior to Admission;
(b) the General Meeting having been duly convened and held and
the Resolutions having been duly passed without amendment;
(c) the warranties contained in the Placing Agreement being true
and accurate and not misleading in all material respects at all
times before Admission;
(d) there having been no development or event (nor any
development or event involving a prospective change of which the
Company is, or might reasonably be expected to be, aware) which
will or is likely to have a material adverse effect on the
condition (financial or otherwise), prospects, management, results
of operations, financial position, business or general affairs of
the Company or of the Group, respectively;
(e) the Placing Shares having been allotted, subject only to
Admission, in accordance with the Placing Agreement; and
(f) Admission taking place not later than 8.00 a.m. on 08 August
2018 or such later date as the Company and Cantor Fitzgerald Europe
may otherwise agree (but not being later than 8.00 a.m. on the Long
Stop Date).
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or, where
applicable, waived by Cantor Fitzgerald Europe by the respective
time or date where specified (or such later time or date as the
Company, Cantor Fitzgerald Europe may agree not being later than 10
September 2018), or (ii) the Placing Agreement is terminated as
described below, the Placing in relation to the Placing Shares will
lapse and the Placee's rights and obligations hereunder in relation
to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by the Placee in
respect thereof.
Each of Cantor Fitzgerald Europe may, in its absolute
discretion, waive, or extend the period (up to the Longstop Date)
for fulfilment of the conditions in the Placing Agreement, save
that the condition set out in paragraph (e) above may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
The Placing Agreement, contains, inter alia, certain warranties
and indemnities from the Company for the benefit of Cantor
Fitzgerald Europe.
Right to terminate under the Placing Agreement
Cantor Fitzgerald Europe may, in its absolute discretion,
terminate its obligations pursuant to the Placing Agreement prior
to Admission becoming effective if, inter alia:
a) the fulfilment by the Company of its obligations under the
Placing Agreement to the extent falling to be performed prior to
Admission;
b) the obligations of Cantor Fitzgerald not having been
terminated before Admission pursuant to the Placing Agreement;
c) there being no breach of any of the warranties in the Placing
Agreement and there having been no breach of any of the warranties
at any time following the date of the Placing Agreement up to and
including the time of Admission with reference to the facts which
shall then exist which in any such case is material in the context
of the Placing;
d) prior to Admission there having been no development or event
which will or is likely to have a material adverse effect on or
affecting the operations, the condition (financial, operational,
legal or otherwise), prospects, management, results of operations,
financial position, business or general affairs of the Company or
Group respectively, taken as a whole, whether or not foreseeable
and whether or not arising in the ordinary course of business;
e) the delivery by the Company to Cantor Fitzgerald immediately
prior to Admission of a certificate signed by a duly authorised
officer of the Company as set out in the Placing Agreement;
f) no new factor, mistake or inaccuracy having arisen or been
noted before Admission, which, in the opinion of Cantor Fitzgerald,
in any such case is material in the context of the Placing;
g) the authorities given by the Company in the Placing Agreement
remaining in full force and effect at all times up to and including
Admission;
h) Admission having taken place by no later than 8.00 a.m. on
the Admission Date (as defined in the Placing Agreement);
i) there not having occurred or arisen prior to Admission the
discovery of any material inaccuracy in, or omission from, the
Circular;
j) the due passing of the Resolutions without material amendment
and the Resolutions becoming unconditional and remaining in force;
and
k) the Share Purchase Agreement:
i. not having lapsed or been terminated; and
ii. having completed in accordance with its terms, subject only
to Admission and payment of the consideration due on
completion.
The exercise by Cantor Fitzgerald Europe of any right of
termination (or any right of waiver exercisable by Cantor
Fitzgerald Europe) contained in the Placing Agreement or the
exercise of any discretion under the Terms and Conditions set out
herein is within the absolute discretion of Cantor Fitzgerald
Europe and Cantor Fitzgerald Europe will have no liability to
Placees whatsoever in connection with any decision to exercise or
not exercise any such rights.
By accepting the Placing Shares referred to in the Announcement
to which this Appendix is annexed, each Placee agrees that, without
having any liability to such Placee, Cantor Fitzgerald Europe may,
in its absolute discretion, exercise the right, (i) to extend the
time for fulfilment of any of the conditions in the Placing
Agreement (provided that Placees' commitments are not extended
beyond the Long Stop Date), (ii) to waive, in whole or in part,
fulfilment of certain of the conditions; or (iii) to terminate the
Placing Agreement in each case without consulting Placees (or any
of them).
If (i) any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived) or (ii) the Placing
Agreement are terminated or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will
not proceed and all funds delivered by Placees to Cantor Fitzgerald
Europe or the Company pursuant to the Placing and this Appendix
will be returned to Placees at their risk without interest, and
Placees' rights and obligations under the Placing shall cease and
determine at such time and no claim shall be made by Placees in
respect thereof.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0031410581) following Admission will take place within CREST
(subject to certain exceptions). If a Placee wishes to receive its
Placing Shares in certificated form, it should contact Kellyann
Leeds at Cantor Fitzgerald Europe (+44 (0)20 7894 7913) as soon as
possible after receipt of its Confirmation Note. Cantor Fitzgerald
Europe reserves the right to require settlement for, and delivery
of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is
not possible or practicable within CREST within the timetable set
out in this Announcement or would not be consistent with the
regulatory requirements in any Placee's jurisdiction.
It is expected that settlement will be on 08 August 2018 in
accordance with the instructions set out in the Confirmation
Note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of three (3) percentage points above The Royal
Bank of Scotland plc's base rate, with interest compounded on a
daily basis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cantor Fitzgerald Europe may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for Cantor Fitzgerald Europe's
account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on
Cantor Fitzgerald Europe all such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which Cantor Fitzgerald Europe lawfully takes in pursuance
of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Confirmation Note
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
The relevant settlement details are as follows:
CREST participant ID of Cantor
Fitzgerald 635
LEI for Cantor Fitzgerald 549300KM6VUHPKQLQX53
----------------------------------
Expected trade date 06 August 2018
----------------------------------
Settlement date 08 August 2018
----------------------------------
ISIN Code for the Placing Shares GB0031410581
----------------------------------
Deadline for Placees to input 12.00 p.m. (UK time) on 06 August
instructions into CREST 2018
----------------------------------
Further Terms, Confirmations and Warranties
Participation in the Placing is only available to Persons who
may lawfully be, and are, invited to participate in it by in Cantor
Fitzgerald Europe.
By accepting the Placing Participation referred to in the
Confirmation Note, each Placee (and any person acting on such
Placee's behalf) makes the following confirmations,
acknowledgements, representations, warranties and/or undertakings
to Cantor Fitzgerald Europe and the Company, where applicable, and
their respective directors, agents and advisers:
1 each Placee confirms, represents and warrants that it has read
and understood this Announcement (including this Appendix) in its
entirety and acknowledges that its Placing Participation will be
governed by the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings of this Appendix;
2 each Placee acknowledges and agrees that its Placing
Participation on the Terms and Conditions set out in this Appendix
is legally binding, irrevocable and is not capable of termination
or rescission by such Placee in any circumstances;
3 each Placee confirms, represents and warrants that it has not
relied on, received or requested nor does it have any need to
receive, any prospectus, offering memorandum, listing particulars
or any other document (other than this Announcement), any
information given or any representations, warranties agreements or
undertakings (express or implied), written or oral, or statements
made at any time by the Company, Cantor Fitzgerald Europe or, where
applicable, by any subsidiary, holding company, branch or associate
of the Company, Cantor Fitzgerald Europe, or any of their
respective officers, directors, agents, employees or advisers, or
any other person in connection with the Placing, the Company and
its subsidiaries or the Placing Shares and that in making its
application under the Placing it is relying solely on the
information contained in the Announcement and this Appendix and it
will not be relying on any agreements by the Company and its
subsidiaries, or Cantor Fitzgerald Europe or any director, employee
or agent of the Company and Cantor Fitzgerald Europe other than as
expressly set out in this Appendix for which none of the Company
nor Cantor Fitzgerald Europe or any of their directors and/or
employees and/or person(s) acting on behalf of any of them shall to
the maximum extent permitted under law have any liability except in
the case of fraud;
4 each Placee confirms, represents and warrants that it is
sufficiently knowledgeable to understand and be aware of the risks
associated with, and other characteristics of, the Placing Shares
and, among others, of the fact that it may not be able to resell
the Placing Shares except in accordance with certain limited
exemptions under applicable securities legislation and regulatory
instruments;
5 each Placee confirms, represents and warrants, if a company,
that it is a valid and subsisting company and has all the necessary
corporate capacity and authority to execute its obligations in
connection with the Placing Participation and confirms, represents
and warrants that any person who confirms to Cantor Fitzgerald
Europe on behalf of a Placee an agreement to subscribe for Placing
Shares is duly authorised to provide such confirmation to Cantor
Fitzgerald Europe;
6 each Placee agrees that the exercise by Cantor Fitzgerald
Europe of any right of termination or any right of waiver
exercisable by Cantor Fitzgerald Europe contained in the Placing
Agreement or the exercise of any discretion including (without
limitation) the right not to enter into the Placing Agreement is
within the absolute discretion of Cantor Fitzgerald Europe and
Cantor Fitzgerald Europe will not have any liability to any Placee
whatsoever in connection with any decision to exercise or not
exercise any such rights. Each Placee acknowledges that if (i) any
of the conditions in the Placing Agreement are not satisfied (or,
where relevant, waived) or (ii) the Placing Agreement is terminated
or (iii) the Placing Agreement does not otherwise become
unconditional in all respects, the Placing will lapse and such
Placee's rights and obligations in relation to the Placing shall
cease and determine at such time and no claim shall be made by any
Placee in respect thereof;
7 each Placee acknowledges and agrees that Cantor Fitzgerald
Europe is not acting for, and that it does not expect Cantor
Fitzgerald Europe to have any duties or responsibilities towards,
such Placee, including, without limitation, for providing
protections afforded to customers or clients of Cantor Fitzgerald
Europe under the FCA's Conduct of Business Source Book or advising
such Placee with regard to its Placing Participation and that such
Placee is not, and will not be, a customer or client of Cantor
Fitzgerald Europe as defined by the FCA's Conduct of Business
Source Book in connection with the Placing. Likewise, Cantor
Fitzgerald Europe will not treat any payment by such Placee
pursuant to its Placing Participation as Client Money governed by
the FCA's Client Assets Sourcebook;
8 each Placee undertakes and agrees that it will be responsible
for any stamp duty or stamp duty reserve tax in relation to the
Placing Shares comprised in its Placing Participation and that
neither Cantor Fitzgerald Europe nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax in relation to the Placing Shares comprised in such Placee's
Placing Participation;
9 each Placee confirms, represents and warrants that it is a
Relevant Person and that it may lawfully subscribe for or acquire
the Placing Shares comprised in such Placee's Placing Participation
and that it has complied with and will comply with all applicable
provisions of FSMA with respect to anything done by such Placee in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
10 nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any shares in the capital of the
Company in accordance with FSMA or the UK Prospectus Rules or in
accordance with any other laws applicable in any part of the
European Union or the European Economic Area;
11 if a Placee is an investor located within a member state of
the European Economic Area, it is: (i) a "qualified investor"
within the meaning of Article 2(1)(e) of the Prospectus Directive;
and (ii) a "professional client" or an "eligible counterparty"
within the meaning of Article 4(1)(11) and Article 24(2), (3) and
(4), respectively, of Directive 2004/39/EC as implemented into
national law of the relevant EEA state;
12 each Placee acknowledges and agrees that the agreement
confirmed by the Confirmation Note is a legally binding contract
between it and the Company and the Terms and Conditions of such
Placee's Placing Participation will be governed by, and construed
in accordance with, the laws of England and Wales to the exclusive
jurisdiction of whose courts such Placee irrevocably agrees to
submit;
13 each Placee agrees that it will ensure delivery and payment
is completed in accordance with the settlement instructions set out
in the Confirmation Note (or as separately agreed with Cantor
Fitzgerald Europe in the case of certificated settlement) and
acknowledges and agrees that time shall be of the essence as
regards such Placee's obligations pursuant to its Placing
Participation;
14 each Placee acknowledges and agrees that it is the
responsibility of such Placee (if it is outside of the United
Kingdom) to satisfy itself that, in doing so, such Placee complies
with the laws of any relevant territory in connection with its
Placing Participation and that it obtains any requisite
governmental or other consents and observes any other applicable
formalities;
15 each Placee acknowledges and agrees that the Announcement
does not constitute an offer to sell, or the solicitation of an
offer to subscribe for or buy, Placing Shares in any jurisdiction
in which such an offer or solicitation is unlawful. Accordingly,
such Placee acknowledges and agrees that the Placing Shares may
not, subject to certain limited exceptions, be offered or sold,
directly or indirectly, in or into the United States, any province
of Canada or Australia, Japan, Singapore or the Republic of South
Africa or offered or sold to, or for the account or benefit of, a
national, citizen or resident of the United States, any province of
Canada or Australia, Japan, Singapore or the Republic of South
Africa, in each case subject to limited exemptions, or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction;
16 each Placee acknowledges and agrees that the Placing Shares
have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state or
jurisdiction of the United States, or the relevant Canadian,
Japanese, Australian, Singapore or South African securities
legislation and therefore the Placing Shares may not be offered,
sold, transferred or delivered directly or indirectly into the
United States, Canada, Japan, Australia, Singapore or the Republic
of South Africa or their respective territories and possessions,
subject to limited exemptions, and in the case of the United
States, pursuant to an exemption from, or in a transaction not
subject to the registration requirements of the Securities Act and
in compliance with United States securities laws;
17 each Placee confirms, represents and warrants that it has
complied with all relevant laws of all relevant territories,
obtained all requisite governmental or other consents which may be
required in connection with its Placing Participation, complied
with all requisite formalities and that it has not taken any action
or omitted to take any action which will or may result in Cantor
Fitzgerald Europe, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing or such Placee's Placing
Participation;
18 each Placee confirms, represents and warrants that its
subscription for Placing Shares does not trigger, in the
jurisdiction in which such Placee is resident or located: (i) any
obligation to prepare or file a prospectus or similar document or
any other report with respect to such subscription; (ii) any
disclosure or reporting obligation of the Company; or (iii) any
registration or other obligation on the part of Cantor Fitzgerald
Europe or the Company;
19 each Placee confirms, represents and warrants it is acting as
principal and for no other person and that its Placing
Participation will not give any other person a contractual right to
require the issue by the Company of any Placing Shares;
20 each Placee confirms, represents and warrants that in
accepting its Placing Participation it is not applying for
registration as, or as a nominee or agent for, a person who is or
may be a person mentioned in sections 67 to 72 inclusive and
sections 93 to 97 inclusive of the Finance Act 1986;
21 each Placee confirms, represents and warrants that, to the
extent applicable to it, it is aware of its obligations in
connection with the Criminal Justice Act 1993, the Terrorism Act
2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money
Laundering Regulations 2007, the Proceeds of Crime Act 2002 and the
Market Abuse Regulation (EU No 596/2014), it has identified its
clients in accordance with the Money Laundering Regulations 2007
and it has complied fully with its obligations pursuant to all such
laws and regulations;
22 each Placee acknowledges and agrees that all times and dates
in this Announcement and the Terms and Conditions set out in this
Appendix, may be subject to amendment and that Cantor Fitzgerald
Europe will notify it of any such amendments;
23 each Placee acknowledges and agrees that no term of the
agreement confirmed by the Confirmation Note shall be enforceable
under the Contracts (Rights of Third Parties) Act 1999 by any
person other than Cantor Fitzgerald Europe or any affiliate of
Cantor Fitzgerald Europe or any Indemnified Person (as hereinafter
defined);
24 each Placee acknowledges that any of its monies held or
received by Cantor Fitzgerald Europe will not be subject to the
protections conferred by the FCA's Client Money Rules;
25 each Placee confirms, represents and warrants that it
understands that the Placing Shares have not been and will not 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 or sold or
otherwise transferred in the United States or to, or for the
account or benefit of, US Persons except pursuant to a registration
statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, and, in connection
with any such transfer, the Company will have the right to obtain,
as a condition to transfer, a legal opinion of counsel, in form and
by counsel reasonably satisfactory to the Company, that no such
Securities Act registration is or will be required along with
appropriate certifications by the transferee as to the 'Accredited
Investor' status and/or other appropriate matters;
26 each Placee confirms, represents and warrants that it has not
distributed, forwarded, transferred or otherwise transmitted this
Announcement or any other presentation or offering materials
concerning the Placing Shares within the United States, nor will it
do any of the foregoing. Such Placee further confirms that it
understands that the information in this Announcement, including
financial information, may be materially different from any
disclosure that would be provided in a US offering;
27 each Placee confirms represents and warrants 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 the
FSMA) relating to the Placing Shares in circumstances which do not
require the approval of the communication by an authorised person
under section 21(1) of the FSMA;
28 each Placee agrees, confirms, represents, warrants and undertakes as follows:-
28.1 it is, at the time of the offer and acceptance of the
Placing Shares, outside the United States for the purposes of
Regulation S;
28.2 it will not offer or sell the Placing Shares in the United
States absent registration or an exemption from registration under
the Securities Act;
28.3 it is aware that the Placing Shares are being offered
outside the United States in reliance on Regulation S; and
28.4 it did not purchase or otherwise acquire the Placing Shares
based on or due to directed selling efforts (as defined in Rule 902
under the Securities Act), including based on an advertisement in a
publication with a general circulation in the United States, nor
has it seen or been aware of any activity that, to its knowledge,
constitutes directed selling efforts in the United States;
29 if it is subscribing for and/or purchasing the Placing Shares
in the United Kingdom, each Placee is a person falling within the
exemption contained in Section 86(1)(a) of FSMA or falling within
one or more of the categories of persons set out in Article 19
(Investment Professionals) or Article 49 (High net worth companies,
unincorporated associations etc.) of the Order;
30 each Placee confirms, represents and warrants that, in making
the investment decision with respect to the Placing Shares, it
has:-
30.1 not relied on the Company, Cantor Fitzgerald Europe or any
of its respective affiliates or on any document published by any of
them;
30.2 the ability to bear the economic risk of its investment in
the Placing Shares and has no need for liquidity with respect to
its investment in the Placing Shares;
30.3 such knowledge and experience in financial and business
matters that it is capable of evaluating the merits, risks and
suitability of investing in the Placing Shares, and is able to
sustain a complete loss of any investment in the Placing Shares;
and
30.4 investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares, including any federal, state and local tax
consequences, affecting it in connection with its subscription for
and/or purchase of and any subsequent disposal of the Placing
Shares;
31 each Placee acknowledges and agrees that it is not entitled
to the protections afforded to clients of Cantor Fitzgerald Europe
in connection with the Placing and that neither Cantor Fitzgerald
Europe nor any of its affiliates nor any of their respective
officers, directors, employees or advisers shall be liable for any
losses (including, without limitation, loss of profit, loss of
business or opportunity and special interest or consequential
losses), damages or costs of the Placee save as a result of fraud
or for death or personal injury;
32 each Placee acknowledges that the rights and remedies of
Cantor Fitzgerald Europe and the Company under these Terms and
Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial
exercise of one right or remedy will not prevent the exercise of
the other rights and/or remedies;
33 each Placee undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Cantor Fitzgerald Europe may in
its sole discretion determine and without liability to such Placee
and such Placee 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 the liability for any stamp duty
or stamp duty reserve tax (together with any interest or penalties
due pursuant to or referred to in these Terms and Conditions) which
may arise upon the placing or sale of such Placee's Placing Shares
on its behalf;
34 each Placee confirms, represents and warrants that, unless
paragraph (34) below applies, it has neither received nor relied on
any inside information (for the purpose of and section 56 of the
CJA) in relation to its participation in the Placing;
35 each Placee confirms, represents and warrants that if it has
received any inside information (for the purposes of the Market
Abuse Regulation and section 56 of the CJA) in relation to the
Company and its securities, it confirms that it has received such
information within the marketing soundings regime provided for in
article 11 of the Market Abuse Regulation and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
36 it agrees to be bound by the terms of the Articles of Association of the Company; and
37 each Placee acknowledges that the Company, Cantor Fitzgerald
Europe, Euroclear, the Registrar, any transfer agent, any
distributors or dealers and their respective affiliates and others
will rely on the truth and accuracy of the foregoing warranties,
acknowledgements, representations, undertakings and agreements, and
agrees to notify the Company and Cantor Fitzgerald Europe promptly
in writing if any of its warranties, acknowledgements,
representations, undertakings or agreements set out above cease to
be accurate and complete and to indemnify and hold harmless on an
after-tax basis the Company, Cantor Fitzgerald Europe and any of
their respective officers, directors, agents, employees or advisers
(the "Indemnified Persons") from and against any and all loss,
damage, liability or expense, including reasonable costs and
attorneys' fees and disbursements, which an Indemnified Person may
incur by reason of, or in connection with, any representation or
warranty made by such Placee as set out above not having been true
when made, any misrepresentation made or any failure by such Placee
to fulfil any of
its undertakings or agreements set out above or any other
document such Placee provides to the Company or Cantor Fitzgerald
Europe. Such Placee irrevocably authorises each of the Company and
Cantor Fitzgerald Europe to produce a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
Governing Law and Jurisdiction
The agreement arising out of acceptance of the Placing and any
dispute or claim arising out of or in connection with the Placing
or formation thereof (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the laws of
England. Each Placee irrevocably agrees to submit to the exclusive
jurisdiction of the courts of England to settle any claim or
dispute that arises out of or in connection with the agreement
arising out of
acceptance of the Placing or its subject matter or formation
(including non-contractual disputes or claims).
CREST and certificated Placing Shares
The Placing Shares, once issued, will be admitted to CREST with
effect from Admission. Placees will receive Placing Shares
comprised in their Placing Participation in uncertificated form
registered in their CREST member account. If Placees do not provide
any CREST details or if Placees provide insufficient CREST details
to match within the CREST system to their details, Cantor
Fitzgerald Europe may, at its discretion, deliver Placing Shares
comprised in any such Placee's Placing Participation in
certificated form provided payment has been made in terms
satisfactory to Cantor Fitzgerald Europe and all conditions in
relation to the Placing have been satisfied or waived.
Responsibility
The Terms and Conditions set out in this Appendix and the
Announcement of which it forms part have been issued by the Company
and are the sole responsibility of the Company. No representation
or warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by Cantor Fitzgerald Europe or any of its directors,
officers, employees, affiliates, branches, advisers, consultants or
agents or any other person as to or in relation to, the accuracy or
completeness of the Announcement and the Appendix or any other
written or oral information made available to any placee, or any
person acting on such placee's behalf or any of its advisers, and
any liability therefor is expressly disclaimed.
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
ACQFKADPCBKDOOD
(END) Dow Jones Newswires
July 17, 2018 02:00 ET (06:00 GMT)
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