TIDMJD.
RNS Number : 9193N
JD Sports Fashion Plc
03 February 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) ("ANNOUNCEMENT") AND THE
INFORMATION HEREIN, ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE 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 JD SPORTS FASHION PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF JD SPORTS
FASHION PLC.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR") and the retained UK law version of Market Abuse Regulation
(Regulation 596/2014/EU) pursuant to the Market Abuse (Amendment)
(EU Exit) Regulations 2019 (SI 2019/310) ("UK MAR"), and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR and UK MAR . IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY
MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
For immediate release
3 February 2021
JD Sports Fashion plc
Proposed Placing of New Ordinary Shares
JD Sports Fashion plc ("JD Sports", the "Company" or the
"Group"), a leading retailer of sports, fashion and outdoor brands,
today announces its intention to conduct a placing of new ordinary
shares of 0.25 pence each in the capital of the Company ("Ordinary
Shares") (the "Placing Shares") in order to invest in the expansion
of the Group and to capitalise on acquisition opportunities, as it
builds on the success of its international growth strategy (the
"Placing") .
The Placing Shares are expected to represent approximately 6.0
per cent. of the Company's existing issued share capital.
The Placing will be conducted through an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately
following this Announcement (as defined above) in accordance with
the terms and conditions of the Placing set out in the Appendix to
this Announcement. The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the end of the
Bookbuild.
Investec Bank plc ("Investec Bank") and Peel Hunt LLP ("Peel
Hunt") are acting as joint global co-ordinators and joint
bookrunners (the "Joint Global Co-ordinators", the "Joint
Bookrunners", or the "Banks") in connection with the Placing.
Background to and reasons for the Placing
The Group began its expansion outside of Europe with the
establishment of a joint venture in Malaysia in December 2015.
Since then, it has continued to expand its global presence, most
recently and notably in the United States, with the announcement on
1 February 2021 of the conditional acquisition of DTLR Villa LLC,
which follows on from the acquisitions of Shoe Palace LLC in
December 2020 and The Finish Line, Inc. in June 2018.
The Group's global expansion strategy has been a major factor in
the significant growth of the Group's profit before tax and
exceptional items, which has increased from GBP100m in the year
ended 31 January 2015 to GBP439m in the financial year ended 1
February 2020 (GBP466m under IAS 17).
The directors of the Group (the "Directors" or the "Board")
believe there are a number of potentially attractive acquisition
opportunities that will become available in due course and which
will continue to support the Group's successful global expansion
strategy.
The net proceeds of the Placing, in conjunction with the Group's
available cash resources (net cash of GBP1,000m at December 2020)
and debt facilities (principally a GBP700m syndicated Revolving
Credit Facility in the UK which is committed to 6 November 2024)
will be used to capitalise on the acquisition opportunities
available and invest further in the international expansion of the
Group.
Details of the Placing
The Joint Global Co-ordinators will commence the Bookbuild
immediately following the release of this Announcement in respect
of the Placing. The book will open with immediate effect following
this Announcement and close as soon after that as the Banks shall
determine. The number of Placing Shares and the Placing Price will
be agreed by the Banks and the Company at the close of the
Bookbuild. The allocations will be at the Company's discretion,
having consulted with the Banks. Details of the Placing Price and
the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement). Members of the public are not entitled
to participate in the Placing.
The Placing Shares, if issued, will be credited as fully paid
and rank pari passu in all respects with each other and with the
existing issued Ordinary Shares. This includes, without
limitations, the right to receive all dividends and other
distributions declared or paid in respect of such Ordinary Shares
after the date of issue of the Placing Shares.
The Placing is not conditional upon the approval by the
Company's shareholders. The Company acknowledges that it is seeking
to issue Placing Shares representing approximately 6.0 per cent. of
its existing issued ordinary share capital on a non pre-emptive
basis and has therefore consulted, where possible, with the
Company's major institutional shareholders ahead of this
Announcement. The Placing structure has been chosen as it minimises
cost, time to completion and use of management time. The
consultation has confirmed the Board's view that the Placing is in
the best interests of shareholders, as well as wider stakeholders
in JD Sports.
Settlement and dealings
Applications have been made (i) to the Financial Conduct
Authority (the "FCA") for the Placing Shares to be admitted to the
premium listing segment of the Official List of the FCA and (ii) to
the London Stock Exchange plc (the "London Stock Exchange") for the
admission of the Placing Shares to trading on its main market for
listed securities (together "Admission"). It is expected that
Admission will take place at or around 8.00 a.m. (London time) on 8
February 2021 (or, in any case, such later date as may be agreed
between the Company and the Banks).
The Placing is conditional upon, inter alia, Admission becoming
effective and the placing agreement between the Company and the
Banks (the "Placing Agreement") not being terminated in accordance
with its terms.
For the purposes of MAR, UK MAR, Article 2 of Commission
Implementing Regulation (EU) 2016/1055 and the UK version of
Commission Implementing Regulation (EU) 2016/1055, the person
responsible for releasing this announcement is Neil Greenhalgh,
Chief Financial Officer of JD Sports Fashion plc.
Enquiries:
JD Sports Fashion plc Tel: 0161 767
Peter Cowgill, Executive Chairman 1000
Neil Greenhalgh, Chief Financial Officer
Jennifer Iveson, Investor Relations
Investec Bank (Joint Global Co-ordinator, Joint Tel: 020 7597
Bookrunner and Joint Broker) 5970
David Flin
Alex Wright
Ben Griffiths
Duncan Wilson
Peel Hunt (Joint Global Co-ordinator, Joint Bookrunner Tel: 020 7418
and Joint Broker) 8900
Dan Webster / Andrew Clark / Will Bell (Investment
Banking)
Al Rae / Sohail Akbar (ECM)
MHP Communications Tel: 020 3128
Andrew Jaques 8788
Giles Robinson
Charles Hirst
Catherine Chapman
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Investors who
have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have
read and understood this Announcement in its entirety (including
the Appendix) and to be making such offer on the terms and subject
to the conditions herein, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained
in the Appendix.
IMPORTANT NOTICES
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the "US Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
This announcement is not for publication or distribution,
directly or indirectly, in or into Canada. This announcement is not
, and under no circumstances is it to be construed as, an
advertisement or a public offering in Canada of the securities
referred to herein. No prospectus has been filed with any
securities commission or similar regulatory authority in Canada in
connection with the offering of the securities described herein
.
Neither this Announcement, nor any copy of it, nor the
information contained in it, is for publication, release,
transmission distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful (or to any persons in any of those jurisdictions). This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction (or to
any persons in any of those jurisdictions). This Announcement has
not been approved by the Financial Conduct Authority or the London
Stock Exchange. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act or with any securities regulatory
authority or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, pledged, taken up, exercised, transferred or delivered,
directly or indirectly, in or into the United States except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with the securities laws of any state or other
jurisdiction of the United States. No public offering of securities
is being made in the United States. The Placing Shares have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Placing Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan or the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan
or the Republic of South Africa.
No prospectus has been filed with any securities commission or
other securities regulatory authority in any jurisdiction in Canada
in connection with the offer or sale of the Placing Shares. No
securities commission or similar authority in Canada has reviewed
or in any way passed upon the merits of the Placing Shares. The
offer and sale of the Placing Shares in Canada is being made on a
private placement basis only pursuant to an exemption from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws .
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation").
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by either of the Joint Bookrunners, or by any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to, or in relation to, the accuracy,
fairness or completeness of the information or opinions contained
in this Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting solely for the Company and no-one
else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and
arrangements described in this Announcement. Peel Hunt is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Peel Hunt or for providing
advice in connection with the contents of this Announcement, the
Placing or the transactions and arrangements described herein.
Investec Bank is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
FCA and the PRA. Investec Europe Limited (trading as Investec
Europe) ("Investec Europe"), acting as agent on behalf of Investec
Bank in certain jurisdictions in the EEA (together Investec Bank
and Investec Europe hereinafter referred to as "Investec"), is
regulated in Ireland by the Central Bank of Ireland. Investec is
acting solely for the Company and no-one else in connection with
the Placing and the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or the transactions and arrangements described in this
Announcement. Investec is not responsible to anyone other than the
Company for providing the protections afforded to clients of
Investec or for providing advice in connection with the contents of
this Announcement, the Placing or the transactions and arrangements
described herein.
None of the information in this Announcement has been
independently verified or approved by either of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates. Save for
any responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under
it, no responsibility or liability whatsoever whether arising in
tort, contract or otherwise, is accepted by either of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates whatsoever
for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of either of
the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
in connection with the Company, the Placing Shares or the Placing
or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing. Each of the Joint Bookrunners and their respective
partners, directors, officers, employees, advisers, consultants and
affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by either
of the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Joint Bookrunners or
any of their respective affiliates that would permit an offering of
the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the Placing Shares in the Placing
as a principal position and in that capacity may retain, purchase,
sell, offer to sell for the own accounts or otherwise deal for
their own account in such Placing Shares and other securities of
the Company or related investments in connection with the Placing
or otherwise. Accordingly, references to Placing Shares being
offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing
by, the Joint Bookrunners and any of their respective affiliates
acting in such capacity. In addition, the Joint Bookrunners and any
of their respective affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which the Joint Bookrunners and any of their respective affiliates
may from time to time acquire, hold or dispose of shares. The Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
This Announcement may contain forward--looking statements, which
are, by their nature, inherently predictive, speculative and
involve risks and uncertainty because they relate to events and
depend on circumstances that may or may not occur in the future.
All statements that address expectations or projections about the
future, including statements about operating performance, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward--looking statements. Some of the forward--looking
statements may be identified by words like "may", "will", "should",
"expect", "anticipate", "estimate", "plan", "target", "intend",
"continue", "project", "indicate", "believe" and similar
expressions or the negatives thereof. Any statements contained in
this Announcement that are not statements of historical fact are
forward--looking statements. There are a number of factors
including, but not limited to, commercial, operational, economic,
governmental and financial factors, that could cause actual results
and developments to differ materially from those expressed or
implied by these forward--looking statements. Many of these risks
and uncertainties relate to factors that are beyond the Company's
ability to control or estimate precisely, such as changes in
taxation or fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governments or governmental regulators, or other risk
factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or
technological trends or conditions, including inflation, recession
and consumer confidence, on a global, regional or national basis.
These forward--looking statements speak only as of the date of this
Announcement. Except as required by applicable law or regulation,
each of the Company, Investec and Peel Hunt expressly disclaims any
obligation or undertaking to release any updates or revisions to
these forward-looking statements. Undue reliance should not be
placed on these forward-looking statements. In particular, but
without prejudice to the generality of the above, no representation
or warranty is given, and no responsibility or liability is
accepted, either as to the achievement or reasonableness of any
future projections, forecasts, estimates or statements as to any
prospects or future returns contained or referred to in this
Announcement or in relation to the basis or assumptions underlying
such projections, forecasts, estimates or statements.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified. This Announcement does not constitute a
prospectus or offering memorandum or an offer in respect of any
securities and is not intended to provide the basis for any
decision in respect of the Company or other evaluation of any
securities of the Company or any other entity and should not be
considered as a recommendation that any investor should subscribe
for, purchase, otherwise acquire, sell or otherwise dispose of any
such securities. Recipients of this Announcement who are
considering acquiring Placing Shares pursuant to the Placing are
reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property
described in this Announcement. The price and value of securities
can go down as well as up and past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice. No statement in this
Announcement is intended to be a profit forecast or estimate, and
no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
References in this Announcement to other reports or materials,
such as a website address, have been provided to direct the reader
to other sources of information on the Company which may be of
interest. Neither the content of the Company's website (or any
other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules") , and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) 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 clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA , (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS") ; and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK 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 UK
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 UK Target Market Assessment, Investec and Peel
Hunt will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that the Shares are: (i) compatible with an end
target market of retail clients and investors who meet the criteria
of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target
Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Shares
may decline and investors could lose all or part of their
investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the 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 EU 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 EU Target Market
Assessment, Investec and Peel Hunt will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU 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 Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate
distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY PEEL HUNT LLP ("PEEL
HUNT") AND INVESTEC BANK PLC ("IBP") OR INVESTEC EUROPE LIMITED
(TRADING AS INVESTEC EUROPE) ("IEL") ACTING AS AGENT ON BEHALF OF
IBP IN CERTAIN JURISDICTIONS IN THE EEA (TOGETHER IBP AND IEL
"INVESTEC") (TOGETHER PEEL HUNT AND INVESTEC THE "JOINT
BOOKRUNNERS"), "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS
ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS") WITHIN THE
MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) 2017/1129 AS AMED AND/OR SUPPLEMENTED FROM
TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY
MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT
BOOKRUNNERS, "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS
ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS") WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION, WHICH FORMS
PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN
THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C)
OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT; (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). 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. EACH RECIPIENT IS
DEEMED TO CONFIRM, REPRESENT AND WARRANT TO THE COMPANY THAT THEY
ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS. ANY PERSON WHO IS NOT A RELEVANT PERSON WHO HAS
RECEIVED ANY DOCUMENT FORMING PART OF THIS ANNOUNCEMENT MUST RETURN
OR DESTROY IT IMMEDIATELY.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE,
ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED: (I) OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF AND IN ACCORDANCE WITH
REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US
SECURITIES ACT"); AND (II) INSIDE THE UNITED STATES PURSUANT TO
SECTION 4(A)(2) UNDER THE US SECURITIES ACT ONLY TO "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US
SECURITIES ACT ("QIBs"), PURSUANT TO AN EXEMPTION FROM, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE
UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
NO PROSPECTUS HAS BEEN FILED WITH ANY SECURITIES COMMISSION OR
OTHER SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION IN CANADA
IN CONNECTION WITH THE OFFER OR SALE OF ANY SECURITIES REFERRED TO
HEREIN. ANY OFFER AND SALE OF THE SECURITIES REFERRED TO HEREIN IN
CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY PURSUANT TO
AN EXEMPTION FROM THE REQUIREMENT THAT THE COMPANY PREPARES AND
FILES A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. THERE
WILL BE NO PUBLIC OFFERING OF ANY SECURITIES REFERRED TO HEREIN IN
CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS
REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE MERITS
OF ANY SECURITIES REFERRED TO HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS AN OFFENSE. THIS ANNOUNCEMENT IS NOT, AND UNDER NO
CIRCUMSTANCES IS TO BE CONSTRUED AS, A PROSPECTUS, AN ADVERTISEMENT
OR A PUBLIC OFFERING OF ANY SECURITIES REFERRED TO HEREIN IN
CANADA.
NEITHER THE COMPANY NOR EITHER OF THE JOINT BOOKRUNNERS NOR ANY
OF THEIR RESPECTIVE AFFILIATES NOR ANY OF THEIR RESPECTIVE AGENTS,
DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, TO PERSONS WHO ARE INVITED TO AND WHO
CHOOSE TO PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS
APPLICABLE TO SUCH PLACEES. EACH PLACEE SHOULD CONSULT ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES 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 THE SHARES.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE
ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE
IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU
SHOULD OBTAIN INDEPENT PROFESSIONAL ADVICE.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of new ordinary shares of GBP0.0025 nominal
value each in the share capital of the Company (the "Placing
Shares"), by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed to have read and understood this Announcement in its
entirety and to be participating in the Placing on the terms and
conditions, and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings, contained in this
Announcement. In particular, each Placee represents, warrants,
undertakes, acknowledges and agrees (amongst other things)
that:
1. it is a Relevant Person (as defined above) 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;
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Regulation (each a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is an EEA Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than EEA Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer
or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than EEA Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(iii) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than UK Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or
resale; or
(iv) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
5. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Announcement;
6. it (and each person, if any, for whose account or benefit it
is acquiring the Placing Shares) is either (i) outside the United
States, and will be outside the United States at the time the
Placing Shares are acquired by it, and acquiring the Placing Shares
in an "offshore transaction" as defined in and in accordance with
Regulation S; or (ii) inside the United States and is a QIB, that
has received and has executed or will execute before settlement a
US investor letter substantially in the form provided to it;
and
7. in the case of a person in Canada who acquires any Placing Shares pursuant to the Placing:
(a) it is resident in the Province of Alberta, British Columbia,
Ontario or Quebec, and is an "accredited investor" within the
meaning of section 1.1 of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities
Act (Ontario) (the "OSA"), as applicable and a "permitted client"
within the meaning of section 1.1 of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103");
(b) it is, or is deemed to be, purchasing the Placing Shares as
principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; and
(c) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI
45-106.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
undertakings, acknowledgements and agreements. Each Placee hereby
agrees with the Joint Bookrunners and the Company to be bound by
these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued. A Placee shall, without
limitation, become so bound if either of the Joint Bookrunners
confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to subscribe for the number
of Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the US Securities Act or the applicable laws of
other jurisdictions.
Details of the Placing Agreement and the Placing Shares
The Company and the Joint Bookrunners have entered into the
Placing Agreement, under which the Joint Bookrunners have
undertaken, on the terms and subject to the conditions set out
therein, to use their respective reasonable endeavours, as agent
for the Company, to procure subscribers for the Placing Shares at
the Placing Price. The Placing is not being underwritten by the
Joint Bookrunners.
The Placing Price and the final number of Placing Shares will be
decided at the close of the Bookbuild following the execution of an
agreement between the Company and the Joint Bookrunners recording
the final details of the Placing (the "Terms Sheet"). The timing of
the closing of the book and pricing will be agreed between the
Joint Bookrunners and the Company. Allocations of Placing Shares
are at the discretion of the Company in consultation with the Joint
Bookrunners. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The total number of shares to be issued pursuant to the Placing
shall not exceed 59,853,839 Ordinary Shares.
The Joint Bookrunners shall be under no obligation to themselves
subscribe as principal for: (i) any Placing Shares for which they
are unable to procure Placees; or (ii) any Placing Shares to the
extent that any Placee procured fails to subscribe for any or all
of the Placing Shares which have been allocated to it in the
Placing.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Agreement is subject to customary conditions and
termination rights.
Application for admission to trading of the Placing Shares
Applications have been made for the Placing Shares to be
admitted to the premium listing segment of the Official List (the
"Official List") of the FCA and to the LSE for Admission.
Settlement for the Placing Shares and Admission is expected to
take place on or before 8.00 a.m. (London time) on 8 February 2021
(or such later time and/or date as the Joint Bookrunners may agree
with the Company). The Placing is conditional upon, among other
things, Admission becoming effective and the Placing Agreement not
being terminated in accordance with its terms.
Placing and Bookbuild
The Joint Bookrunners will today commence the Bookbuild to
determine demand for participation in the Placing by Placees and
the Placing Price. The book will be open with immediate effect.
This Announcement gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, agree between them.
Principal terms of the Bookbuild and Placing
Participation in, and principal terms of, the Placing are as
follows:
1. Peel Hunt and Investec are acting severally, and not jointly,
or jointly and severally, as joint bookrunners and placing agents
of the Company in connection with the Bookbuild and the
Placing.
2. The Bookbuild and the Placing shall be conducted by way of
accelerated bookbuild to establish the number of Placing Shares to
be allocated to Placees and the Placing Price.
3. Participation in the Placing is only available to persons who
are lawfully able to, and have been invited to, participate by the
Joint Bookrunners. The Joint Bookrunners and their respective
affiliates and/or their agents are entitled, acting for their own
account, to participate in the Placing as principal.
4. The Bookbuild, if successful, will establish the Placing
Price. The number of Placing Shares to be issued and the Placing
Price will be agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild. The results of the Bookbuild
will be released via a Regulatory Information Service ("RIS")
following the completion of the Bookbuild.
5. Each Placee will be required to pay an amount equal to the
Placing Price in respect of each Placing Share issued to it.
6. The Bookbuild is expected to close no later than 11 p.m.
(London time) on 3 February 2021 but may be closed earlier or later
at the discretion of the Joint Bookrunners. The Joint Bookrunners
may, in agreement with the Company, accept bids received after the
Bookbuild has closed.
7. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Peel
Hunt or Investec. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Placing Price ultimately established by the Company and the Joint
Bookrunners or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Joint Bookrunners on the basis
referred to below. The Joint Bookrunners are arranging the Placing
as agents of the Company.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with the
consent of the Joint Bookrunners, will not be capable of variation
or revocation after the time at which it is submitted. Each Placee
will have an immediate, separate, irrevocable and binding
obligation, owed to the Joint Bookrunners (as agents of the
Company), to pay to the relevant Joint Bookrunner (or as the
relevant Joint Bookrunner may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee. Each Placee's obligations
will be owed to the Joint Bookrunners.
9. The Company will agree with the Joint Bookrunners the
identity of the Placees and the basis of allocation of the Placing
Shares. The Company and/or the Joint Bookrunners may choose to
accept bids, either in whole or in part, on the basis of
allocations determined by the Company in consultation with the
Joint Bookrunners and the Joint Bookrunners reserve the right (i)
to scale back the number of Placing Shares to be subscribed for by
any Placee in the event of the Placing being over-subscribed; (ii)
not to accept offers for Placing Shares or to accept such offers in
part rather than in full; (iii) to allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time and/or (iv) to allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The Company reserves the right to reduce the amount to be
raised pursuant to the Placing, in consultation with the Joint
Bookrunners. The acceptance of the bids shall be at the Joint
Bookrunners' absolute discretion, subject to agreement with the
Company.
10. Each Placee's allocation of Placing Shares will be confirmed
to Placees orally, or in writing (which may include email), by Peel
Hunt or Investec (each as an agent of the Company) following the
close of the Bookbuild and a trade confirmation or contract note
has been or will be dispatched thereafter. Peel Hunt's or
Investec's oral or written confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point will become a Placee), in favour of the relevant Joint
Bookrunner and the Company, under which the Placee agrees to
acquire by subscription the number of Placing Shares allocated to
it at the Placing Price and to pay the relevant Placing Price for
each such Placing Share and otherwise on the terms and subject to
the conditions set out in this Announcement and in accordance with
the Company's articles of association. The terms and conditions of
this Announcement will be deemed to be incorporated in that trade
confirmation, contract note or such other (oral or written)
confirmation and will be legally binding on the Placee on behalf of
which it is made. All obligations under the Bookbuild and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate
the Placing Agreement". By participating in the Bookbuild, each
Placee will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
13. To the fullest extent permissible by law and the applicable
rules of the FCA, neither of the Joint Bookrunners, the Company
(save for the for the allotment of the Placing Shares) nor any of
their respective directors, officers, employees, agents or
affiliates nor any person acting on their respective behalf shall
have any responsibility or liability (whether in contract, tort or
otherwise) to the Placees (or to any other person whether acting on
behalf of a Placee or otherwise whether or not a recipient of these
terms and conditions) in respect of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Joint
Bookrunners and their respective affiliates shall have no liability
to the Placees for the failure of the Company to fulfil those
obligations. In particular, neither of the Joint Bookrunners nor
the Company nor any of their respective directors, officers,
employees, agents or affiliates nor any person acting on their
respective behalf shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Placing or the
Bookbuild or of such alternative method of effecting the Placing as
the Joint Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on, inter alia:
1. the fulfilment by the Company of its obligations under the Placing Agreement;
2. the Terms Sheet having been duly executed and the press
announcement relating to the Placing confirming the number of
Placing Shares and the Placing Price (the "Placing Results
Announcement") having been released to a RIS by no later than 8.00
a.m. on 4 February 2021;
3. none of the warranties given by the Company in the Placing
Agreement being untrue, inaccurate or misleading at the date of the
Placing Agreement and none of those warranties having ceased to be
true and accurate or having become misleading, with reference to
the facts and circumstances which shall then exist;
4. prior to Admission, no Material Adverse Change (as defined in
the Placing Agreement) having occurred (whether or not foreseeable
at the date of the Placing Agreement); and
5. Admission occurring no later than 8.00 a.m. on 8 February 2021.
If any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled or (where
capable of waiver) waived by the Joint Bookrunners by the
respective time and date (if any) specified (or such later time
and/or date (if any) as the Joint Bookrunners may notify to the
Company); or (ii) the Placing Agreement is terminated by both of
the Joint Bookrunners in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations as
set out in this Announcement in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof. The Joint
Bookrunners may, at their absolute discretion, waive, in whole or
in part, the satisfaction of any condition (other than the release
of the Placing Results Announcement, the execution of the Terms
Sheet and the occurrence of Admission), by giving written notice to
the Company. The Joint Bookrunners may agree to extend the period
for satisfaction of the conditions by giving written notice to the
Company, save that the period for satisfaction of any condition
shall not be extended beyond 8.30 a.m. on 19 February 2021 (the
"Long Stop Date"). Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
By participating in the Placing, each Placee agrees that neither
of the Joint Bookrunners, nor the Company nor any of their
respective affiliates shall have any liability (whether in
contract, tort or otherwise) to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners. Placees will have no rights against either of
the Joint Bookrunners, the Company or any of their respective
partners, members, directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended) or otherwise.
Right to terminate the Placing Agreement
Either Joint Bookrunner is entitled to terminate the Placing
Agreement in accordance with its terms by notice to the Company in
certain circumstances, including, inter alia, if at any time before
Admission in the opinion of either of the Joint Bookrunners (acting
in good faith):
1. the Company is in breach of any of its obligations under the Placing Agreement;
2. there has been a breach of any of the warranties given by the
Company in the Placing Agreement;
3. any statement in any of the Placing Documents (as defined in
the Placing Agreement) has become untrue, inaccurate in any
material respect or misleading;
4. a Material Adverse Change (as defined in the Placing
Agreement) has occurred (whether or not foreseeable at the date of
the Placing Agreement); or
5. a material adverse change in market conditions has occurred,
including any material deterioration in, or any material escalation
in the response to, the COVID-19 pandemic or the occurrence of
certain force majeure events, which in each case, in the opinion of
either Joint Bookrunner (acting in good faith), is likely to be
materially prejudicial to the success of the Placing or make it
impractical or inadvisable to proceed with the Placing.
If participation in the Placing is terminated by both of the
Joint Bookrunners prior to Admission then the Placing will not
occur and the Company and the Joint Bookrunners shall be released
and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise or non-exercise by either of the Joint
Bookrunners of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the relevant Joint Bookrunner and that the Joint Bookrunners need
not make any reference to, or consultation with, Placees in this
regard and that neither of the Joint Bookrunners nor any of their
respective directors, officers, employees, agents or affiliates
shall have any liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.
Lock-up
As part of the Placing, the Company has agreed that it will not,
during the period from the date of the Placing Agreement up to and
including the date falling 120 calendar days after Admission,
without the prior written consent of the Joint Bookrunners,
directly or indirectly, offer, issue, lend, sell or contract to
sell, issue options in respect of or otherwise dispose of or
announce an offering or issue of any Ordinary Shares (or any
interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to,
Ordinary Shares or enter into any transaction with the same
economic effect as, or agree to do, any of the foregoing (whether
or not legally or contractually obliged to do so), provided that
the foregoing shall not prevent or restrict the allotment or issue
of Shares by the Company, or the grant by the Company of rights to
subscribe for or convert any security into Shares, in pursuance of
an employees' share scheme that has been or is to be approved by
shareholders.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of a prospectus
in the United Kingdom or any equivalent document in any other
jurisdiction.
No offering document or prospectus has been or will be prepared
or submitted to be approved by the FCA (or any other authority) or
the London Stock Exchange or in any other jurisdiction in relation
to the Placing, and no such prospectus is required (in accordance
with the UK Prospectus Regulation) to be published. Placees'
commitments will be made solely on the basis of the information
contained in this Announcement, the Placing Results Announcement
and the business and financial information that the Company is
required to publish in accordance with the Market Abuse Regulation
(EU) No.596/2014 ("MAR"), the retained UK law version of MAR
pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019
(SI 2019/310) ("UK MAR") and the rules and practices of the London
Stock Exchange and or the FCA (collectively the "Exchange
Information") or has published via a RIS ("Publicly Available
Information") (save that in the case of Exchange Information and
Publicly Available Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as
a matter of law in the absence of this paragraph).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information and/or Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Company or the Joint Bookrunners or any other person and none of
the Joint Bookrunners, nor the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by
either of the Joint Bookrunners, the Company or any of their
respective officers, directors, partners, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor either of the Joint Bookrunners are making any
undertaking, representation or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude or limit
the liability of any person for fraud or fraudulent
misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by Peel Hunt or Investec in accordance with
the standing CREST settlement instructions which they have in place
with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BYX91H57) following Admission will take place within the CREST
system provided that, subject to certain exceptions, the Joint
Bookrunners reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means as they may deem 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.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Joint Bookrunners may agree that the
Placing Shares should be issued in certificated form. The Joint
Bookrunners reserve the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as they deem necessary if delivery or settlement to Placees
is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
It is expected that settlement of the Placing Shares will be on
8 February 2021 unless otherwise notified by the Joint Bookrunners.
Admission is expected to occur by 8 February 2021 or otherwise at
such later time as may be agreed between the Company and the Joint
Bookrunners, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Peel Hunt or Investec may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the relevant Joint Bookrunner's
account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due
(chargeable daily on payments not received from Placees on the date
due). The relevant Placee will, however, remain liable and shall
indemnify the relevant Joint Bookrunner on demand 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 the
Joint Bookrunners such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions
which either of the Joint Bookrunners lawfully take in pursuance of
such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that any form of confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither of the Joint Bookrunners nor
the Company will be liable in any circumstances for the payment of
any stamp duty, stamp duty reserve tax or securities transfer tax
(and/or any interest, fines or penalties relating thereto) in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) will be deemed to make the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) (for itself and for any such
prospective Placee) to each of the Joint Bookrunners and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
1. it has read and understood this Announcement in its entirety
and that its subscription for Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained in this Announcement and undertakes not
to redistribute or duplicate this Announcement;
2. it is relying solely on this Announcement and not on any
other information given, or representation, warranty or statement
made at any time, by any person concerning the Company, the Placing
Shares, the Bookbuild, the Placing or otherwise. It agrees that
neither the Company nor either of the Joint Bookrunners nor any of
their respective officers, agents, employees or affiliates will
have any liability for any other information, warranty or
representation. It irrevocably and unconditionally waives any
rights it may have in respect of any other information, warranty or
representation;
3. that the Ordinary Shares are admitted to trading on the
London Stock Exchange and that the Company is therefore required to
publish the Exchange Information which includes a description of
the Company's business and the Company's financial information,
including balance sheets and income statements, and similar
statements for preceding financial years and that it is able to
obtain or access the Exchange Information and Publicly Available
Information and that it has reviewed such Exchange Information and
Publicly Available Information;
4. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
5. the exercise by any of, or both of, the Joint Bookrunners of
any right or discretion under the Placing Agreement shall be within
the absolute discretion of the Joint Bookrunners and the relevant
Joint Bookrunner or the Joint Bookrunners (acting jointly) (as the
case may be) need not have any reference to it and shall have no
liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees
that it has no rights against either of the Joint Bookrunners or
the Company, or any of their respective officers, directors,
partners or employees, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
6. these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information,
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information (save that in the case of Exchange
Information and Publicly Available Information, a Placee's right to
rely on that information is limited to the right that such Placee
would have as a matter of law in the absence of this paragraph),
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee
agrees that neither the Company, nor either of the Joint
Bookrunners nor any of their respective officers, directors,
partners or employees will have any liability for any such other
information, representation or warranty, express or implied;
7. it acknowledges that no person is authorised in connection
with the Placing to give any information or warranty or make any
representation other than as contained in this document and, if
given or made, any information, warranty or representation must not
be relied upon as having been authorised by the Joint Bookrunners
or the Company;
8. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and the UK Prospectus Regulation (as
applicable): (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in any Relevant
Member State or the United Kingdom other than EEA Qualified
Investors or UK Qualified Investors or in circumstances in which
the prior consent of the Joint Bookrunners has been given to the
offer or resale; or (ii) where Placing Shares have been acquired by
it on behalf of persons in any Relevant Member State or the United
Kingdom other than EEA Qualified Investors or UK Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation or the UK Prospectus Regulation (as
applicable) as having been made to such persons;
9. neither it nor, as the case may be, its clients expect the
Joint Bookrunners to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Joint Bookrunners are not acting for it or its
clients, and that the Joint Bookrunners will not be responsible for
providing the protections afforded to customers of the Joint
Bookrunners or for providing advice in respect of the transactions
described in this Announcement;
10. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of the Joint Bookrunners nor the Company nor any of their
respective affiliates, agents, directors, officers, partners or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Joint Bookrunners, the
Company or any of their respective affiliates, agents, directors,
officers, partners or employees or any person acting on behalf of
any of them to provide it with any such information;
11. none of the Joint Bookrunners nor the Company nor any of
their respective affiliates, agents, directors, officers, partners
or employees has made any representation or warranty to it, express
or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement, the Exchange Information or the Publicly Available
Information;
12. it, and any account for which it is acting, has been advised
that, (i) the Placing Shares have not been and will not be
registered under the US Securities Act or with any regulatory
authority of any state or other jurisdiction of the United States;
(ii) the Placing Shares are being offered and sold only (a) to
persons reasonably believed to be QIBs in transactions exempt from,
the registration requirements of the US Securities Act or (b) in an
"offshore transaction" within the meaning of and pursuant to
Regulation S; and (iii) the Placing Shares may only be reoffered or
resold in transactions exempt from the registration requirements of
the US Securities Act and no representation has been made as to the
availability of any exemption under the US Securities Act or any
relevant state or other jurisdiction's securities laws for the
reoffer, resale, pledge or transfer of the Placing Shares;
13. it and any account for which it is acting is (i) (a) located
outside the United States, and will be outside the United States at
the time the Placing Shares are acquired by it, and acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or (b) located inside the United
States and is a QIB, that has received and has executed or will
execute before settlement a US investor letter substantially in the
form provided to it; and (ii) not acquiring any of the Placing
Shares as a result of any form of "directed selling efforts" within
the meaning of Regulation S or as a result of any form of "general
solicitation" or "general advertising" within the meaning of Rule
502(c) under the US Securities Act;
14. if it is a Placee resident in Canada, it, and any account
for which it is acting, (i) has been advised that no prospectus has
been filed with any securities commission or similar regulatory
authority in Canada in connection with the offering of any Placing
Shares and any offer and sale of the Placing Shares in Canada is
being made on a private placement basis only pursuant to an
exemption from the requirement that the Company prepares and files
a prospectus under applicable Canadian securities laws (ii) is an
"accredited investor" within the meaning of Section 1.1 of NI 45-
or subsection 73.3(1) of the OSA, as applicable, and is either
purchasing the Placing Shares as principal for its own account, or
is deemed to be purchasing the Placing Shares as principal for its
own account in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or
redistribution; (iii) was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106;
(iv) is a "permitted client" within the meaning NI 31-103; (v) has
been advised that any resale of the Placing Shares in Canada must
be made in accordance with applicable Canadian securities laws,
which will vary depending on the relevant jurisdiction, and which
may require resales to be made in accordance with prospectus and
registration requirements, statutory exemptions from the prospectus
and registration requirements or under a discretionary exemption
from the prospectus and registration requirements and that these
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside Canada.
15. it is not a national or resident of Australia, Japan or the
Republic of South Africa or any other state or jurisdiction in
which it is unlawful to make or accept an offer to acquire the
Placing Shares (a "Restricted Territory") or a corporation,
partnership or other entity organised under the laws of any
Restricted Territory and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing
Shares in any Restricted Territory or to or for the benefit of any
person resident in any Restricted Territory and each Placee
acknowledges that no document has been or will be lodged with,
filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance or any other
regulatory or other authority of a Restricted Territory and that
the Placing Shares have not been and will not be registered under
the securities legislation of any Restricted Territory and are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into a Restricted
Territory;
16. if it is outside the United Kingdom, neither this document
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 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;
17. it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
18. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit,
any presentation or offering materials concerning the Placing or
the Placing Shares to any persons within the United States;
19. it (and any person acting on its behalf) has the funds
available to pay for, and will make payment for, the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due time and date set out in this Announcement,
failing which the relevant Placing Shares may be placed with other
subscribers or sold as the Joint Bookrunners may in their
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any interest, fines or penalties) which may arise
upon the sale of such Placee's Placing Shares;
20. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any);
21. its commitment to subscribe for Placing Shares on the terms
set out in this Announcement and in the trade confirmation,
contract note or other confirmation (as the case may be) will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Placing;
22. it is entitled to subscribe for and/or purchase Placing
Shares under the laws and regulations of all relevant jurisdictions
which apply to it and that it has fully observed such laws and
regulations and obtained all governmental and other consents which
may be required thereunder or otherwise and complied with all
necessary formalities and that it has not taken any action which
will or may result in the Company or the Joint Bookrunners or any
of their respective directors, partners, officers, employees or
agents acting in breach of any regulatory or legal requirements of
any territory in connection with the Placing or its acceptance;
23. it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for and/or purchase
the Placing Shares and to perform its subscription and/or purchase
obligations (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement);
24. where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a)
to acquire the Placing Shares for each managed account; (b) to make
on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Announcement of which it forms
part; and (c) to receive on its behalf any investment letter
relating to the Placing in the form provided to it by the Joint
Bookrunners, provided that where the Placee is acting in its
capacity as a discretionary investment manager on behalf of its
underlying clients (who include individuals and/or retail clients),
then it is the discretionary investment manager that is to be
regarded as the Placee for the purpose of this Announcement and not
the underlying client and, for the avoidance of doubt, the
representations and warranties given are to be taken as made on
behalf of the Placee itself and not their underlying client;
25. it is either: (a) a person of a kind described in paragraph
5 of Article 19 (persons having professional experience in matters
relating to investments and who are investment professionals) of
the Order; or (b) a person of a kind described in paragraph 2 (a)
to (d) of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
partners, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be
communicated and in the case of (a) and (b) undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
26. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "qualified investor" (as defined in
section 86(7) of the Financial Services and Markets Act 2000
("FSMA"));
27. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
28. 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 section 21(1) of FSMA does not require approval of the
communication by an authorised person;
29. any money held in an account with either of the Joint
Bookrunners (or their respective nominees) on its behalf and/or any
person acting on its behalf will not be treated as client money
within the meaning of the relevant rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be
subject to the protections conferred by the FCA's client money
rules. As a consequence, this money will not be segregated from the
relevant Joint Bookrunner's (or its nominee's) money in accordance
with such client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business and each Placee will
rank only as a general creditor of the relevant Joint
Bookrunner;
30. it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
31. it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
32. it will not deal or cause or permit any other person to deal
in all or any of the Placing Shares which it is subscribing for
and/or purchasing under the Placing unless and until Admission of
the relevant Placing Shares becomes effective;
33. it appoints irrevocably any officer, employee or
representative of either of the Joint Bookrunners as its agent for
the purpose of executing and delivering to the Company and/or its
registrars any document 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;
34. as far as it is aware it is not acting in concert (within
the meaning given in The City Code on Takeovers and Mergers) with
any other person in relation to the Company;
35. this Announcement does not constitute a securities
recommendation or financial product advice and that none of the
Joint Bookrunners nor the Company have considered its particular
objectives, financial situation and needs;
36. it (i) has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares; (ii) will not look to the Joint
Bookrunners for all or part of any such loss it may suffer; and
(iii) is aware that it may be required to bear, and is able to
bear, the economic risk of, and is able to sustain, a complete loss
in connection with the Placing;
37. it will indemnify and hold the Company, each of the Joint
Bookrunners and each of their and their respective affiliates'
agents, directors, officers and employees, harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings given by the Placee in this Announcement and further
agrees that the Company and each of the Joint Bookrunners will rely
on the truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings in this Announcement and, if any
of the foregoing is or becomes no longer true or accurate, the
Placee shall promptly notify the Joint Bookrunners and the Company.
All confirmations, warranties, acknowledgements, agreements and
undertakings given by the Placee, pursuant to this Announcement are
given to each of the Joint Bookrunners for itself and on behalf of
the Company and will survive completion of the Placing and
Admission;
38. time shall be of the essence as regards obligations pursuant
to this Announcement;
39. it is responsible for obtaining any legal, financial, tax
and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or either of the Joint Bookrunners to provide any legal,
financial, tax or other advice to it;
40. all dates and times in this Announcement may be subject to
amendment and that the Joint Bookrunners shall notify it of any
such amendments;
41. (i) it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA, MAR and UK MAR; (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017; and (iii) it
is not a person: (a) with whom transactions are prohibited under
the applicable law or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets
Control of the US Department of the Treasury; (b) named on the
Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or
a regulation adopted by the United Nations or any anti-money
laundering or economic sanctions laws or regulations in any other
jurisdiction to which it is subject (together, the "Regulations");
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the
Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which the Joint Bookrunners
may request from it in connection with the Placing (for the purpose
of complying with such Regulations or ascertaining the nationality
of any person or the jurisdiction(s) to which any person is subject
or otherwise) in the form and manner requested by the Joint
Bookrunners on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Joint Bookrunners
may decide in their absolute discretion;
42. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA
pursuant to Prospectus Regulation Rules (Amendment) Instrument 2020
(FCA 2020/73);
43. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(with respect to which it has the authority to make the statements
set out in this Announcement) for investment purposes only and it
does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein
to such person or any third person with respect of any Placing
Shares; save that if it is a private client stockbroker or fund
manager it confirms that in purchasing the Placing Shares it is
acting under the terms of one or more discretionary mandates
granted to it by private clients and it is not acting on an
execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
44. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or either of the
Joint Bookrunners in any jurisdiction in which the relevant Placee
is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
45. that any documents sent to Placees will be sent at the
Placees' risk;
46. neither of the Joint Bookrunners nor the Company owes
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement;
47. the Joint Bookrunners and the Company are entitled to
exercise any of their rights under the Placing Agreement or any
other right in their absolute discretion without any liability
whatsoever to the Placees;
48. any of the Placee's clients, whether or not identified to
the Joint Bookrunners, will remain its sole responsibility and will
not become clients of the Joint Bookrunners for the purposes of the
rules of the FCA or for the purposes of any other statutory or
regulatory provision;
49. either of the Joint Bookrunners or any of their respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
50. no prospectus or other offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
51. if it has received any inside information (as defined in
MAR) about the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Joint Bookrunners and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements,
undertakings and agreements which are given to each of the Joint
Bookrunners for itself and on behalf of the Company and are
irrevocable.
The rights and remedies of the Joint Bookrunners and the Company
under the terms and conditions in this Announcement are in addition
to any rights and remedies which would otherwise be available to
each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
The provisions of this Announcement may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor either of the Joint Bookrunners 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 UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have
incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty,
expressed or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
of the Joint Bookrunners 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 therefore 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBLGDDUDGDGBX
(END) Dow Jones Newswires
February 03, 2021 11:36 ET (16:36 GMT)
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