TIDMDTG
RNS Number : 5341N
Dart Group PLC
20 May 2020
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING 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, TRANSMISSION, RELEASE, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
20 May 2020
Dart Group PLC
("Dart" or the "Group" or the "Company")
Proposed Placing of Ordinary Shares
Dart Group PLC, the Leisure Travel and Distribution &
Logistics Group, today announces its intention to conduct a placing
of new ordinary shares of 1.25 pence each in the Company (the
"Placing Shares") to institutional investors (the "Placing"). The
total number of Placing Shares will not exceed 20 per cent. of the
Company's existing ordinary share capital.
The Placing will be conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following this
announcement. The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the
Bookbuild. The Placing is subject to the terms and conditions set
out in Appendix 1 to this announcement (which forms part of this
announcement, such announcement and its Appendices together being
this "Announcement").
Canaccord Genuity Limited ("Canaccord Genuity") is acting as
Joint Global Co-ordinator, Joint Bookrunner and Joint Broker, and
Barclays Bank PLC, acting through its Investment Bank, ("Barclays")
and HSBC Bank plc ("HSBC") are acting as Joint Global Co-ordinators
and Joint Bookrunners in connection with the Placing (together, the
"Joint Global Co-ordinators" and "Joint Bookrunners "). Cenkos
Securities plc is acting as nominated adviser to the Company.
Update on current trading, outlook and financing
arrangements
Year ended 31 March 2020 (FY20)
The Board expects to report revenue of GBP3,752m (+19% on the
prior year); pre-exceptional Group profit before foreign exchange
revaluation and taxation of between GBP265m - GBP270m (c.+49%); a
net exceptional charge of approximately GBP109m relating to
ineffectiveness on a proportion of FY21 fuel and foreign currency
hedges; and pre-exceptional earnings before interest, tax,
depreciation and amortization of GBP513m (+33%).
Supplementary information on the Group's unaudited FY20
financial figures is provided below.
Year ending 31 March 2021 (FY21)
As announced in the Company's recent trading updates, Jet2.com
flights and Jet2holidays holidays are currently on sale from 17
June 2020 in readiness for when holiday flights can resume, but the
duration of COVID-19 related travel restrictions and thus the
financial impact on the Group remains difficult to determine.
However, customers are still making bookings for late summer 2020
and winter 2020/2021 and, though still early, customer bookings and
their associated pricing for summer 2021 are encouraging.
Management has consequently taken decisive action to underpin
the stability of the Group's business and also to preserve cash, as
well as position itself to maximise the upturn opportunity when the
leisure travel market re-opens.
On 14 May 2020, Dart announced that it had been confirmed as an
eligible issuer for the Bank of England COVID Corporate Financing
Facility ("CCFF"). The CCFF is designed to support liquidity among
larger businesses which are capable of demonstrating that they make
a material contribution to the UK economy and are able to display
sound financial health, equivalent to an investment grade rating,
prior to the economic shock caused by the COVID-19 pandemic.
Pursuant to the CCFF, the Group has put in place a GBP300m
commercial paper programme to facilitate issuance under it.
Management has also prudently modelled three indicative "no fly"
scenarios of increasing durations being: restarting flying on 1
September 2020; restarting flying on 1 January 2021; and restarting
flying on 1 April 2021. All three scenarios assume a gradual ramp
up of flying operations, initially running at reduced average load
factors that are significantly below historic levels.
With the drawdown of the GBP300m CCFF commercial paper
programme, which is assumed will take place in August 2020 for the
purposes of these scenarios, together with assumed gross proceeds
from the proposed Placing of no less than GBP170m the Group's
indicative cash flow scenarios show the following:
Restart Flying Scenarios* Dart Group Own Cash**
Scenario period low
---------------------------
1 September 2020 c.GBP285-295m in July 2020
---------------------------
1 January 2021 c.GBP85-95m in April 2021
---------------------------
1 April 2021 c.GBP65-75m in April 2021
---------------------------
Notes:
* Management indicative cash flow scenarios, unaudited and
subject to change, for the month ends during the period ending 31
May 2021
**Calculated as total Group gross cash less advance customer
deposits.
In addition to the proposed Placing, the Directors consider that
the Group's existing lending banks are supportive and recognise the
strength of Dart's business model. The Company is in discussions
with them to extend debt facilities and agree longer-term covenant
resets, which are appropriate for the new outlook. As an indication
of that support, Dart has already received agreement from the
Group's existing lending banks to waive the semi-annual covenant
test for September 2020 on its existing debt facility, conditional
upon a minimum gross equity raise of GBP100m.
Finally, the Board will continue to consider further actions
that could be taken, in addition to those already announced today
and on 14 May and 24 April 2020, to supplement the Group's cash
position, if required.
Outlook
The Directors believe that Dart is well positioned strategically
to maximise the upturn opportunity once the leisure travel market
re-opens as, inter alia:
- Dart has a proven operating model and successful long-term financial record;
- Jet2.com and Jet2holidays are well-recognised national brands,
with a loyal leisure travel customer following; and
- The Group's Leisure Travel business is well positioned within
the market with a proven record of reacting quickly and
successfully to market opportunities, for example, following the
recent collapses of Monarch and Thomas Cook. Indeed, the Directors
expect Jet2's strategic position to further improve following the
acquisition in 2019 of ex-Thomas Cook summer departure slots at
Manchester, Birmingham and London Stansted airports.
The Board remains of the belief that once able to do so, our
Customers will be determined to enjoy the wonderful experience of a
well-deserved Jet2 holiday and that Jet2.com and Jet2holidays will
continue to have a thriving future, taking millions of UK
holidaymakers annually to the Mediterranean, the Canary Islands and
to European Leisure Cities.
Reasons for the Placing
Based on the indicative scenario planning undertaken by Dart
management detailed above, the Board is of the belief that the
proceeds from the proposed Placing and the CCFF facility, in
addition to potential additional bank debt and/or further
mitigating actions (to the extent deemed necessary), will provide
sufficient liquidity to deal with this most challenging of trading
environments. The Directors believe that the proposed Placing will
further improve the ability for Jet2.com, Jet2holidays and the
Group as a whole to exit the COVID-19 period in a stable commercial
position to the benefit of all stakeholders, including
shareholders.
Dart acknowledges that it is seeking to issue Placing Shares
amounting to up to 20 per cent. of its existing issued ordinary
share capital by way of a non-pre-emptive cashbox placing and
therefore, in line with the recommendations of the Pre-emption
Group, the Board has consulted with the Company's major
shareholders who have endorsed this strategy, ahead of the release
of this Announcement. The Placing structure has been chosen as it
minimises cost, time to completion and use of management time at an
important and unprecedented time for the Company.
Details of the Placing
Canaccord Genuity, Barclays and HSBC are acting as Joint Global
Co-ordinators and Joint Bookrunners in connection with the Placing.
Canaccord Genuity is also Dart's Joint Broker. The Placing is
subject to the terms and conditions set out in Appendix 1 to this
Announcement. The Joint Global Co-ordinators will today commence
the Bookbuild in respect of the Placing. The number of Placing
Shares and the Placing Price will be determined at the close of the
Bookbuild.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book, pricing and
allocations are at the absolute discretion of the Joint Global
Co-ordinators and the Company. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild.
All of the members of the Board intend to participate in the
Placing to an aggregate amount of approximately GBP370,000.
The Placing Shares, when issued, will be credited as fully paid
and will rank pari passu in all respects with each other and with
the Existing Ordinary Shares, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue of the Placing Shares.
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission").
Settlement for the Placing Shares and Admission are expected to
take place on or around 8.00 a.m. on 27 May 2020 (or such later
date as may be agreed between the Joint Global Coordinators and the
Company). The Placing is conditional upon, inter alia, the placing
agreement between the Company and the Joint Global Co-ordinators
(the "Placing Agreement") not being terminated in accordance with
its terms and Admission. Appendix 1 to this Announcement sets out
further information relating to the Bookbuild and the terms and
conditions of the Placing.
Supplementary information on the Group's FY20 financial
figures
GBPm Unaudited Audited % Change
FY20 FY19 (restated)
Total Cash and deposits (gross
cash) 1,400 1,274 10%
---------- ----------------- ---------
Borrowings (including Finance
Leases) (1,003) (983) (2%)
---------- ----------------- ---------
IFRS16 Lease Liabilities (178) (227) 22%
---------- ----------------- ---------
Net Cash 219 64 242%
---------- ----------------- ---------
Customer Cash ("CC") (865) (906) (5%)
---------- ----------------- ---------
Total Cash less CC 535 368 45%
---------- ----------------- ---------
Fixed Assets (including right
of use assets) 1,525 1,500 2%
---------- ----------------- ---------
Flown passengers 14.6m 12.8m 14%
---------- ----------------- ---------
Holiday customers 3.8m 3.2m 19%
---------- ----------------- ---------
Notes: All FY20 figures in the tables above are unaudited and
subject to change. The FY19 results have been restated to reflect
the adoption of IFRS 16 as detailed in the unaudited interim
results for the half year ended 30 September 2019.
For further information, please contact:
Dart Group plc Tel: 0113 239 7817
Philip Meeson, Executive Chairman
Gary Brown, Group Chief Financial
Officer
Canaccord Genuity (Joint Broker, Joint Tel: 020 7523 8000
Global Co-ordinator and Joint Bookrunner)
Adam James/Bobbie Hilliam/
Angelos Vlatakis/Georgina McCooke
Barclays (Joint Global Co-ordinator Tel: 020 7623 2323
and Joint Bookrunner)
Lawrence Jamieson/Chris Brooks/Chris
Madderson
HSBC (Joint Global Co-ordinator and Tel: 020 7991 8888
Joint Bookrunner)
Mark Dickenson/Joe Weaving/Richard
Fagan/Robert Baker
Cenkos Securities plc - Nominated Tel: 020 7397 8900
Adviser
Katy Birkin/Russell Cook/Harry Hargreaves
Buchanan - Financial PR Tel: 020 7466 5000
Richard Oldworth
IMPORTANT NOTICES
This announcement including its Appendices (together, the
"Announcement") and the information contained in it is not 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 South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful. 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
South Africa or any other state or jurisdiction. This Announcement
has not been approved by 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 U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. 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, South Africa or to, or for
the account or benefit of, any national, resident or citizen of the
United States, Australia, Canada, Japan, the Republic of South
Africa.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been; and the Placing Shares have not been, and nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Canada, Australia, Japan or
South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan or South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia, Japan
or South Africa or to any investor located or resident in
Canada.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as amended from time to time,
and includes any relevant implementing measure in any member state
(the "Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation ("Qualified Investors");
and (b) in the United Kingdom, Qualified Investors who are persons
who (i) have professional experience in matters relating to
investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the Order; or (iii) are persons to whom it may otherwise be
lawfully communicated; (all such persons 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. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
and the terms and conditions set out herein relates is available
only to relevant persons and will be engaged in only with relevant
persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord Genuity, Barclays or HSBC or by any of their 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.
Each of Canaccord Genuity, which is authorised and regulated by
the Financial Conduct Authority ("FCA") in the United Kingdom, and
Barclays and HSBC which are authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA
and FCA, are acting exclusively for the Company and no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) other than the
Company as their respective clients in relation to the Placing and
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
The distribution of this Announcement and/or the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Canaccord Genuity,
Barclays or HSBC or any of their respective affiliates that would,
or which is intended to, permit an offering of the Placing Shares
in any jurisdiction or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to Placing Shares in any jurisdiction where action for
that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company, Canaccord Genuity, Barclays and HSBC to inform themselves
about, and to observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect", "target", "anticipate", "could", "predict",
"continue", "positioned", "risk" (or the negative thereof) and
words of similar meaning, reflect the Directors' current beliefs
and expectations and involve known and unknown risks, uncertainties
and assumptions, many of which are outside the Company's control
and difficult to predict, that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. Any forward-looking statements made in this Announcement
by or on behalf of the Company speak only as of the date they are
made. These forward-looking statements reflect the Company's
judgment at the date of this Announcement and are not intended to
give any assurance as to future results and cautions that its
actual results of operations and financial condition, and the
development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement and/or information
incorporated by reference into this Announcement. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates, supplements or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based, except where
required to do so under applicable law.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Canaccord Genuity, Barclays or HSBC.
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, 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 Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
Each of the Joint Global Co-ordinators and their respective
affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint Global
Co-ordinators and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Canaccord Genuity will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful. No public offering of securities will be
made in connection with the Placing in the United Kingdom, the
United States, any other Restricted Territory or elsewhere. This
Announcement, and the information contained herein, is not for
release, publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, the Republic of
South Africa, Jersey or Japan (each a "Restricted Territory") or in
any jurisdiction in which such publication or distribution is
unlawful. The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by Canaccord Genuity Limited ("Canaccord Genuity"),
Barclays Bank PLC ("Barclays") or HSBC Bank plc ("HSBC") and
together with Canaccord Genuity and Barclays, the "Joint Global
Co-ordinators " and each a "Joint Global Co-ordinator") or any of
their respective affiliates or agents which would permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company and the Joint Global Co-ordinators to
inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Global Co-ordinators or 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 party or its advisers,
and any liability therefore is expressly disclaimed.
The Joint Global Co-ordinators are acting exclusively for the
Company and no-one else in connection with the Placing and are not,
and will not be, responsible to anyone (including the Placees)
other than the Company for providing the protections afforded to
their clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
None of the Company, the Joint Global Co-ordinators or their
respective affiliates or agents makes any representation or
warranty, express or implied to any Placees regarding any
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 the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein.
In particular each such Placee represents, warrants, undertakes
and acknowledges that:
a) it is a Relevant Person 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;
b) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States subscribing for
the Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" as defined in rule 144A under the
Securities Act ("Rule 144A") and will execute and deliver an
Investor Representation Letter in the form provided to it by any of
the Joint Global Co-ordinators or their respective affiliates;
and
c) if it is a financial intermediary, as that term is used in
Article 5(2) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Managers has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Joint Global Co-ordinators will
commence a bookbuilding process in respect of the Placing (the
"Bookbuild") to determine demand for participation in the Placing
by Placees. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
Details of the Placing Agreement and of the Placing Shares
The Joint Global Co-ordinators are acting as joint global
co-ordinators and joint bookrunners in connection with the Placing.
The Joint Global Co-ordinators have entered an agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, the Joint Global Co-ordinators will
agree to use their respective reasonable endeavours to procure
Placees for the Placing Shares at a price determined following
completion of the Bookbuild and as set out in the Placing
Agreement. The Placing is not being underwritten by the Joint
Global Co-ordinators or any other person.
The Placing Price and the final number of Placing Shares will be
decided at the close of the Bookbuild following the execution of
the placing terms by the Company and the Joint Global Co-ordinators
(the "Term Sheet").The timing of the closing of the book, pricing
and allocations are at the discretion of the Company and the Joint
Global Co-ordinators. 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 Shares have been or will be duly authorised and
will, when issued, 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
declared, made or paid in respect of the Ordinary Shares after the
date of issue. The Placing Shares will be issued free of any
encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Canaccord Genuity
will subscribe for ordinary shares and redeemable preference shares
in Project Rama (Jersey) Limited, a wholly owned subsidiary of the
Company, for an aggregate amount approximately equal to the net
proceeds of the Placing. The Company will allot and issue the
Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in Project Rama (Jersey) Limited, that
will be issued to Canaccord Genuity.
Application for admission to trading
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission of the
Placing Shares is expected to become effective at 8.00 a.m. on or
around 27 May 2020 (or such later date as may be agreed between the
Company and the Joint Global Co-ordinators) ("Admission") and
dealings in such shares are expected to commence at that time. In
any event, the latest date for Admission is 8.30 a.m. on 10 June
2020 (the "Long Stop Date").
Participation in, and principal terms of, the Placing
1. The Joint Global Co-ordinators are arranging the Placing
severally, and not jointly, nor jointly and severally, as agents of
and brokers to the Company. Participation will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Global Co-ordinators. The Joint Global Co-ordinators and
their respective affiliates are entitled to enter bids as principal
in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Joint Global Co-ordinators by all Placees
whose bids are successful. The Placing Price and the aggregate
proceeds to be raised through the Placing will be agreed between
the Joint Global Co-ordinators and the Company following completion
of the Bookbuild. The Placing Price will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the
relevant Joint Global Co-ordinator. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
acquire either at the Placing Price which is ultimately established
by the Company and the Joint Global Co-ordinators or at prices up
to a price limit specified in its bid. Bids may be scaled down by
the Joint Global Co-ordinators on the basis referred to in
paragraph 7 below.
4. The timing of the closing of the Bookbuild, pricing and
allocations are at the discretion of the Joint Global Co-ordinators
and the Company. The Joint Global Co-ordinators may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed. The allocation of Placing Shares to Placees who are not
UK Nationals shall take into account, among other things, the
determination by the Board pursuant to the Company's articles of
association that the maximum aggregate percentage of the issued
share capital of the Company that can be owned by non-UK Nationals
in order to protect Jet2.com's operating and flying rights as a UK
airline is currently 35 per cent.
5. Each Placee's allocation will be confirmed to Placees orally
or in writing (which can include email) by the relevant Joint
Global Co-ordinator following the close of the Bookbuild, and a
trade confirmation or contract note will be dispatched as soon as
possible thereafter. Subject to paragraph 8 below, the relevant
Joint Global Co-ordinator's oral or written confirmation to such
Placee will constitute an irrevocable legally binding commitment
upon such person (who will at that point become a Placee) in favour
of such Joint Global Co-ordinator and the Company, under which such
Placee agrees to acquire the number of Placing Shares allocated to
it and to pay the relevant Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents. Except with the relevant Joint
Global Co-ordinator's consent, such commitment will not be capable
of variation or revocation.
6. Each Placee's allocation will, unless otherwise agreed
between the Placee and the relevant Joint Global Co-ordinator, be
evidenced by a trade confirmation or contract note issued to each
such Placee by the relevant Joint Global Co-ordinator. The terms
and conditions of this Announcement (including this Appendix) will
be deemed to be incorporated in that trade confirmation, contract
note or such other confirmation and will be legally binding on the
Placee on behalf of which it is made and except with the relevant
Joint Global Co-ordinator's consent will not be capable of
variation or revocation from the time at which it is issued.
7. Subject to paragraphs 2 and 3 above, the Joint Global
Co-ordinators will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares and may scale down any bids for this purpose on
such basis as they may determine. The Joint Global Co-ordinators
may also, notwithstanding paragraphs 2 and 3 above and subject to
the prior consent of the Company, (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The acceptance of offers shall be at the absolute discretion
of the Joint Global Co-ordinators.
8. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an Investor Representation Letter in the form provided to it by
the relevant Joint Global Co-ordinator or its affiliates.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Joint Global Co-ordinator's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Global Co-ordinator,
to pay it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to acquire. Such Placees' obligations
will be owed to the relevant Joint Global Co-ordinator.
10. Except as required by law or regulation, no press release or
other announcement will be made by any of the Joint Global
Co-ordinators or the Company using the name of any Placee (or its
agent), in its capacity as Placee (or agent), other than with such
Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by the relevant Joint Global Co-ordinator.
14. To the fullest extent permissible by law, none of the Joint
Global Co-ordinators, the Company or any of their respective
affiliates shall have any responsibility or liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Joint Global Co-ordinators,
the Company, or any of their respective affiliates shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Global
Co-ordinators' conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Joint Global Co-ordinators,
their respective affiliates 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 Global Co-ordinators' obligations under the
Placing Agreement are conditional on certain conditions,
including:
a) the Company having complied with its obligations which fall
to be performed on or prior to Admission under the Placing
Agreement, the Option Agreement and the Subscription and Transfer
Agreement and are material in the opinion of the Joint Global
Co-ordinators in the context of the Placing or Admission;
b) none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate which the Joint Global
Co-ordinators consider (acting in good faith) to be material in the
context of the Placing and/or Admission or misleading when made and
none of the warranties ceasing to be true and accurate which the
Joint Global Co-ordinators consider (acting in good faith) to be
material in the context of the Placing and/or Admission or becoming
misleading at any time prior to Admission;
c) the publication by the Company of the results of the Placing
through a Regulatory Information Service (the "Pricing
Announcement");
d) the Term Sheet having been executed by the Company and the Joint Global Co-ordinators;
e) there having been no development or event resulting in a
Material Adverse Effect which could, in the good faith opinion of
the Joint Global Co-ordinators, materially and adversely affect the
Placing or dealings in the Ordinary Shares following Admission;
f) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
g) the obligations of the Joint Global Co-ordinators under the
Placing Agreement not having been terminated and the Option
Agreement and the Subscription and Transfer Agreement remaining
fully in force and effect; and
h) Admission of the Placing Shares occurring by 8:00 a.m.
(London time) on 27 May 2020 (or such later time and/or date as the
Company and the Joint Global Co-ordinators may agree, being not
later than 8.30 a.m. on 10 June 2020).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Global Co-ordinators by the
relevant time or date specified (or such later time or date as the
Company and the Joint Global Co-ordinators may agree, being not
later than 8.30 a.m. on 10 June 2020)); or (ii) the Placing
Agreement is terminated in the circumstances specified below under
"Termination of the Placing Agreement", the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Joint Global Co-ordinators may, at their discretion waive
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement save that the above conditions relating, inter alia, to
Admission taking place and execution of the Term Sheet may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Joint Global Co-ordinators shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision it 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
it 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 Global Co-ordinators.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Each of the Joint Global Co-ordinators is entitled, at any time
before Admission, to terminate its obligations under the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if: (i) any of the conditions in the Placing
Agreement (as summarised above under "Conditions of the Placing")
is not satisfied or (where applicable) waived, or becomes incapable
of being satisfied in each case by the required time; (ii) there
has been a breach by the Company of any of the warranties in the
Placing Agreement or the Company fails to comply with any of any of
its obligations contained in the Placing Agreement, the
Subscription and Transfer Agreement and/or the Option Agreement
that the Joint Global Co-ordinators consider (acting in good faith)
to be material in the context of the Placing and/or Admission;
(iii) there has been a development or event resulting in a Material
Adverse Effect which could in the good faith opinion of the Joint
Global Co-ordinators, materially and adversely affect the Placing
or dealings in the Ordinary Shares following Admission; (iv) there
has been any new governmental measure in response to the COVID-19
virus since the date of the Placing Agreement which, in the opinion
of the Joint Global Co-ordinators, is likely to seriously and
adversely affect the business of the Group and makes it inadvisable
to continue with the Placing; or (v) there has been a material
adverse change in international financial markets, a suspension or
material limitation in trading on any stock exchange or a material
disruption in commercial banking or securities settlement or
clearance which, in the opinion of the Joint Global Co-ordinators,
would be likely to materially prejudice the success of the Placing
or dealings in the Ordinary Shares following Admission.
By participating in the Placing, Placees agree that the exercise
by any of the Joint Global Co-ordinators of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Company or the Joint
Global Co-ordinators or for agreement between the Company and the
Joint Global Co-ordinators (as the case may be) and that neither
the Company nor the Joint Global Co-ordinators need make any
reference to, or consultation with, Placees and that neither they
nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability to Placees whatsoever in
connection with any such exercise.
No Admission Document or Prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the trade confirmation or contract note
to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Joint Global
Co-ordinators and the Company that it has neither received nor
relied on any other information, representation, warranty, or
statement made by or on behalf of the Company (other than publicly
available information) or the Joint Global Co-ordinators or their
respective Affiliates or any other person and none of the Joint
Global Co-ordinators, the Company, or any of their respective
Affiliates or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, 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 the Joint Global Co-ordinators are
making any undertaking 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 fraudulent misrepresentation by
that person.
Lock-up
The Company has undertaken to the Joint Global Co-ordinators
that:
a) between the date of the Placing Agreement and 60 calendar
days after Admission, it will not, without the prior written
consent of the Joint Global Co-ordinators (such consent not to be
unreasonably withheld or delayed), subject to any legal or
regulatory requirements, (i) enter into any agreement outside the
ordinary course of its business which is likely to materially and
adversely affect the Placing; or (ii) take any steps which are
materially inconsistent with this Announcement and/or the Pricing
Announcement; and
b) between the date of the Placing Agreement and 90 calendar
days after Admission, it will not, without the prior written
consent of the Joint Global Co-ordinators (such consent not to be
unreasonably withheld or delayed) enter into certain transactions
involving or relating to the Ordinary Shares, subject to certain
carve-outs agreed between the Joint Global Co-ordinators and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators of any power to grant consent to
waive the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Global
Co-ordinators and that the Joint Global Co-ordinators need not make
any reference to, or consultation with, Placees and that the Joint
Global Co-ordinators shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B1722W11) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Joint Global Co-ordinators and
the Company reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means that they deem necessary if delivery or
settlement is not practicable in CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Joint Global Co-ordinators and settlement
instructions. It is expected that such trade confirmation or
contract note will be despatched on or around 21 May 2020 and that
this will also be the trade date.
It is expected that settlement of the Placing Shares will be on
27 May 2020 unless otherwise notified by the Joint Global
Co-ordinators and Admission is expected to occur by 27 May 2020 or
such later time as may be agreed between the Company and the Joint
Global Co-ordinators, not being later than the Long Stop Date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Joint Global
Co-ordinator.
The Company will deliver the Placing Shares to a CREST account
operated by Canaccord Genuity as agent for the Company and
Canaccord Genuity will enter its delivery (DEL) instruction into
the CREST system. Canaccord Genuity will hold any Placing Shares
delivered to this account as nominee for the Placees. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
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 Global Co-ordinators.
Each Placee agrees that, if it does not comply with these
obligations, the Joint Global Co-ordinators 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 Global
Co-ordinator's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable and
shall indemnify the Joint Global Co-ordinators on demand for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Joint Global Co-ordinators such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Joint Global
Co-ordinators 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 should 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 to
as provided below, be so registered free from any liability to UK
stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery
of the Placing Shares (or for the avoidance of doubt if any stamp
duty or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
neither the Joint Global Co-ordinators nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Global Co-ordinators (in their capacity as joint
bookrunners and as placing agents of the Company in respect of the
Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Joint Global Co-ordinators of any of
their respective rights or discretions under the Placing Agreement
shall be within the absolute discretion of the Joint Global
Co-ordinators and the Joint Global Co-ordinators 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 the
Joint Global Co-ordinators or the Company, or any of their
respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
5. that the Ordinary Shares are admitted to trading on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and that it has reviewed such Exchange Information and that it is
able to obtain or access such Exchange Information or comparable
information concerning any other publicly traded company without
undue difficulty;
6. that none of the Joint Global Co-ordinators, the Company or
any of their respective Affiliates nor any person acting on behalf
of any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested the Joint Global
Co-ordinators, the Company, or any of their respective Affiliates
nor any person acting on behalf of any of them to provide it with
any such material or information;
7. unless otherwise specifically agreed with the Joint Global
Co-ordinators, that they are not, and at the time the Placing
Shares are acquired, neither it nor the beneficial owner of the
Placing Shares will be, a resident of a Restricted Territory or any
other jurisdiction in which it would be unlawful to make or accept
an offer to acquire the Placing Shares, and further acknowledges
that the Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
8. that the content of this Announcement is exclusively the
responsibility of the Company and that neither the Joint Global
Co-ordinators nor any of their respective Affiliates or any person
acting on their behalf has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Joint Global
Co-ordinators or the Company and neither the Joint Global
Co-ordinators nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing
and that neither the Joint Global Co-ordinators nor any of their
respective Affiliates have made any representations to it, express
or implied, with respect to the Company, the Bookbuild, the Placing
and the Placing Shares or the accuracy, completeness or adequacy of
the Exchange Information, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person
for fraudulent misrepresentation made by that person;
9. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Global Co-ordinators, any of their respective Affiliates or any
person acting on the Joint Global Co-ordinators' or any of their
respective Affiliates' behalf and understands that (i) neither the
Joint Global Co-ordinators nor any of their respective Affiliates
nor any person acting on their behalf has or shall have any
liability for public information or any representation; (ii)
neither the Joint Global Co-ordinators, nor any of their respective
Affiliates nor any person acting on their behalf has or shall have
any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii)
neither the Joint Global Co-ordinators nor any of their respective
Affiliates nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
10. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
11. acknowledges that no action has been or will be taken by the
Company, the Joint Global Co-ordinators or any person acting on
behalf of the Company or the Joint Global Co-ordinators that would,
or is intended to, permit a public offer of the Placing Shares in
any country or jurisdiction where any such action for that purpose
is required;
12. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Global Co-ordinators, the
Company or any of their respective Affiliates acting in breach of
the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
13. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(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) and
will honour such obligations;
14. that it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and the EU Market Abuse
Regulation and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
and the Money Laundering Sourcebook of the FCA and any related or
similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (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. If within a reasonable time after a
request for verification of identity, the Joint Global
Co-ordinators have not received such satisfactory evidence, the
Joint Global Co-ordinators may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Joint Global Co-ordinators
will be returned without interest to the account of the drawee bank
or CREST account from which they were originally debited;
15. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Joint Global Co-ordinators and the Company for the performance of
all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
16. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
17. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
18. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
19. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire the
Placing Shares for each managed account and (b) to make the
acknowledgements, representations, undertakings and agreements
herein on behalf of each such account;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
21. if it is acting as a financial intermediary, as that term is
used in Article 5(2) of the Prospectus Regulation, that the Placing
Shares acquired by it in the Placing will not be acquired for, on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than Qualified Investors or persons in the United
Kingdom other than Relevant Persons, or in circumstances in which
the prior consent of the Joint Global Co-ordinators has been given
to the proposed offer or resale;
22. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
23. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
24. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
26. if it has received any inside information about the Company
in advance of the Placing, it has not: (i) dealt in the securities
of the Company; (ii) encouraged or required another person to deal
in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the MAR, prior to
the information being made publicly available;
27. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Joint Global Co-ordinators, any of their Affiliates or any
person acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and
(iv) that the subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
28. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Joint Global Co-ordinators may in their absolute discretion
determine and without liability to such Placee. It will, however,
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares on its behalf;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Joint Global
Co-ordinators or the Company may call upon it to acquire a lower
number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
30. that neither the Joint Global Co-ordinators, nor any of
their respective Affiliates nor any person acting on their behalf,
is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Joint Global Co-ordinators and that the Joint Global Co-ordinators
do not have any duties or responsibilities to it for providing the
protections afforded to their clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of the
Joint Global Co-ordinators' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
31. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Joint Global Co-ordinators, nor the
Company nor any of their respective Affiliates will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar duties or taxes (together with any interest or penalties)
resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to indemnify
the Joint Global Co-ordinators, the Company and any of their
respective Affiliates in respect of the same on an after-tax basis
on the basis that the Placing Shares will be allotted to the CREST
stock account of Canaccord Genuity who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
32. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England 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 Joint Global Co-ordinators
or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
33. that each of the Joint Global Co-ordinators, the Company and
their respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to the Joint Global Co-ordinators on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Global Co-ordinators and the Company
to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
34. that it will indemnify on an after-tax basis and hold each
of the Joint Global Co-ordinators, the Company and their respective
Affiliates and any person acting on their behalf harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix and further agrees that the Company and the Joint Global
Co-ordinators will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Global
Co-ordinators and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to each Joint
Global Co-ordinator for itself and on behalf of the Company and
will survive completion of the Placing and Admission;
35. that time shall be of the essence as regards obligations
pursuant to this Appendix;
36. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Global Co-ordinators;
37. acknowledges that it irrevocably appoints any director of
any of the Joint Global Co-ordinators as its agent for the purposes
of executing and delivering to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;
38. that, 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;
39. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the trade confirmation or
contract note (as the case may be) will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Joint Global Co-ordinators' conduct of the
Placing;
40. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Joint Global Co-ordinators, (iv) it
has had sufficient time and access to information to consider and
conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the legal, regulatory,
tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its
own investigation to the extent it deems necessary for the purposes
of its investigation, and (v) it will not look to the Company, the
Joint Global Co-ordinators, any of their respective Affiliates or
any person acting on their behalf for all or part of any such loss
or losses it or they may suffer;
41. acknowledges and agrees that neither the Joint Global
Co-ordinators nor the Company owes any fiduciary or other duties to
it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
42. understands and agrees that it may not rely on any
investigation that the Joint Global Co-ordinators or any person
acting on their behalf may or may not have conducted with respect
to the Company and its Affiliates or the Placing and the Joint
Global Co-ordinators have not made any representation or warranty
to it, express or implied, with respect to the merits of the
Placing, the subscription for or purchase of the Placing Shares, or
as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Joint Global Co-ordinators for the purposes of this
Placing;
43. acknowledges and agrees that it will not hold the Joint
Global Co-ordinators or any of their respective Affiliates or any
person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the
"Information") and that neither the Joint Global Co-ordinators nor
any person acting on behalf of the Joint Global Co-ordinators makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
44. that in connection with the Placing, the Joint Global
Co-ordinators and any of their respective Affiliates acting as an
investor for its own account may take up shares in the Company and
in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint
Global Co-ordinators and any of their respective Affiliates acting
in such capacity. In addition the Joint Global Co-ordinators may
enter into financing arrangements and swaps with investors in
connection with which the Joint Global Co-ordinators may from time
to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither the Joint Global
Co-ordinators nor any of their respective Affiliates intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
45. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
46. the Placing Shares are being offered and sold by or on
behalf of the Company in offshore transactions (as defined in
Regulation S under the Securities Act) and to certain qualified
institutional buyers (as defined in Rule 144A) in reliance upon
Rule 144A or another exemption from, or transaction not subject to,
the registration requirements under the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be either: (i)
outside the United States and subscribing for the Placing Shares in
an offshore transaction as defined in, and in accordance with,
Regulation S under the Securities Act or (ii) a qualified
institutional buyer which has executed and delivered, or will
execute and deliver, and agrees to be bound to the terms of the
Investor Representation Letter in the form provided to it by the
Joint Global Co-ordinators or their respective affiliates;
47. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S); and
48. that each of the Joint Global Co-ordinators and their
respective affiliates may have engaged in transactions with, and
provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their
business with the Company and/or its affiliates for which they
would have received customary fees and commissions. Each of the
Joint Global Co-ordinators and their respective affiliates may
provide such services to the Company and/or its affiliates in the
future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as the Joint Global Co-ordinators
(for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither the Joint Global Co-ordinators
nor the Company owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of stamp duty and stamp duty reserve tax
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Neither the Company nor the
Joint Global Co-ordinators will be responsible for any UK stamp
duty or UK stamp duty reserve tax (including any interest and
penalties relating thereto) arising in relation to the Placing
Shares in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Joint Global Co-ordinators nor the Company are liable
to bear any stamp duty or stamp duty reserve tax or any other
similar duties or taxes ("transfer taxes") that arise (i) if there
are any such arrangements (or if any such arrangements arise
subsequent to the acquisition by Placees of Placing Shares) or (ii)
on a sale of Placing Shares, or (iii) for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each 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 transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Joint Global Co-ordinators and/or the Company and their
respective Affiliates harmless from any such transfer taxes, and
all interest, fines or penalties in relation to such transfer
taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Joint Global Co-ordinators 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. Each Placee acknowledges and is aware that the Joint Global
Co-ordinators are receiving a fee in connection with their
respective roles in respect of the Placing as detailed in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Global Co-ordinators, any money held in an
account with the Joint Global Co-ordinators on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from the relevant Joint Global Co-ordinator's money in
accordance with the client money rules and will be used by the
relevant Joint Global Co-ordinator in the course of its own
business; and the Placee will rank only as a general creditor of
the relevant Joint Global Co-ordinator.
All times and dates in this Announcement may be subject to
amendment by the Joint Global Co-ordinators (in their absolute
discretion). The Joint Global Co-ordinators shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
No statement in the Pricing Announcement or this Announcement is
intended to be a profit forecast or estimate, and no statement in
the Pricing Announcement or 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.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
The rights and remedies of the Joint Global Co-ordinators and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Global Co-ordinators:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Act the Companies Act 2006, as may be amended from time to time;
Admission the admission of the Placing Shares to trading on AIM becoming effective
in accordance with
the AIM Rules;
Affiliate has the meaning given in Rule 501(b) of Regulation D or Rule
405 of the Securities Act;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
governing admission to
and trading on AIM, as may be amended from time to time;
Announcement means this announcement (including its Appendices);
Barclays Barclays Bank PLC
Board or Directors the board of directors of the Company;
Bookbuild the bookbuilding process to be commenced by the Joint Global Co-ordinators
to use reasonable
endeavours to procure placees for the Placing Shares, as described in this
Announcement and
subject to the terms and conditions set out in this Announcement and the
Placing Agreement;
Canaccord Genuity Canaccord Genuity Limited;
Company or Dart Dart Group PLC;
CREST the relevant systems for the paperless settlement of trades in securities
and the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations;
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including (i) any enactment
or subordinate legislation which amends or supersedes those regulations
and (ii) any applicable
rules made under those regulations for the time being in force;
Euroclear Euroclear UK & Ireland Limited, the operator of CREST;
Existing Ordinary Shares the 148,909,474 Ordinary Shares in issue as at the date of this
Announcement;
FCA the Financial Conduct Authority of the United Kingdom;
FSMA the Financial Services and Markets Act 2000, as may be amended from time
to time;
Group the Company, together with its subsidiaries and subsidiary undertakings;
HSBC HSBC Bank plc
Investor Representation Letter the letter in the form provided by the Joint Global Co-ordinators or their
respective affiliates;
ISIN International Securities Identification Number;
Joint Global Co-ordinators Canaccord Genuity, Barclays and HSBC, the Company's joint global
co-ordinators and joint bookrunners
in relation to the Placing;
London Stock Exchange London Stock Exchange plc;
MAR the EU Market Abuse Regulation (2014/596/EU);
Material Adverse Effect a material adverse effect, or any development or matter
reasonably expected to have a material
adverse effect, in or affecting the business, condition
(financial, operational, legal or
otherwise), results of operations, earnings or assets of the
Group, whether or not arising
in the ordinary course of business;
Option Agreement the option agreement entered into on or around the date
hereof between the Company, Project
Rama (Jersey) Limited and Canaccord Genuity;
Ordinary Shares ordinary shares of 1.25p each in the capital of the Company;
Placee any person (including individuals, funds or otherwise) by whom or on whose
behalf a commitment
to acquire Placing Shares has been given;
Placing the conditional placing of the Placing Shares on the terms and subject to
the conditions of
the Placing Agreement;
Placing Agreement the Placing Agreement entered into by the Company and the Joint Global
Co-ordinators relating
to the Placing;
Placing Price the price payable per Placing Share to be agreed between the Company and
the Joint Global
Co-ordinators;
Placing Shares the new Ordinary Shares to be issued pursuant to the Placing;
Pricing Announcement the announcement published by the Company confirming the results of the
Placing on a Regulatory
Information Service immediately following the execution of the Term Sheet;
Prospectus Regulation the Prospectus Regulation (EU) 2017/1129;
Regulation S Regulation S promulgated under the Securities Act;
Regulatory Information Service a regulatory information service that is approved by the FCA as meeting
the FCA's Primary
Information Provider criteria and that is on the list of Authorised
Regulatory Information
Service Providers maintained by the FCA;
Securities Act the US Securities Act of 1933, as amended;
Subscription and Transfer Agreement the subscription and transfer agreement entered into on or around the date
of this Announcement
between Project Rama (Jersey) Limited, the Company and Canaccord Genuity;
subsidiary has the meaning given to that term in the Act;
subsidiary undertaking has the meaning given to that term in the Act;
Term Sheet the terms of the Placing setting out the Placing Price and
the number of Placing Shares to
be issued in the Placing, to be executed in accordance with
the Placing Agreement by the Company
and Canaccord Genuity;
uncertificated or in uncertificated form in respect of a share or other security, where that share or
other security is recorded on
the relevant register of the share or security concerned as
being held in uncertificated form
in CREST and title to which may be transferred by means of
CREST;
UK National has the same meaning as the term 'United Kingdom national' in
section 105 of the Civil Aviation
Act 1982 or, at the sole election of the Board, any such
meaning of 'United Kingdom national'
as defined in the applicable law, regulation or regulatory
guidance relating to all or any
part of any authority, permission, licence or privilege which
enables an air service to be
operated;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland; and
United States or US the United States of America, its territories and possessions
any state of the United States
of America, the District of Columbia and all other areas
subject to its jurisdiction and any
political sub-division thereof.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEEASSEALFEEFA
(END) Dow Jones Newswires
May 20, 2020 11:51 ET (15:51 GMT)
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