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RNS Number : 7428Z
Marlowe PLC
21 May 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE
"ANNOUNCEMENT") IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
21 May 2019
Marlowe plc
Acquisition of Clearwater Group Limited
Proposed Placing to raise up to GBP20 million by way of
Accelerated Bookbuild
Marlowe plc ("Marlowe" or the "Group"), the specialist services
group focused on developing companies which assure safety and
regulatory compliance, announces that it has entered into a
conditional agreement to acquire Clearwater Group Limited
("Clearwater") for a total enterprise value of GBP11 million on a
cash and debt free basis (the "Acquisition").
Founded in 1990 and employing approximately 375 staff across 11
locations, Clearwater, which has been owned by Baird Capital
Partners Europe since 2015, provides a range of services mainly
related to water treatment, hygiene and compliance across the UK
and Ireland. Clearwater has approximately 2,400 customers across a
broad range of end markets including healthcare, education, food
processing, leisure and public services. For the year ended 31
December 2018, Clearwater recorded an adjusted EBITDA loss of
GBP0.17 million on revenues of GBP27.9 million. The majority of
Clearwater's revenues are recurring and derived from long-term
contracted customer relationships.
The Acquisition strengthens Marlowe's position as a major player
in the water treatment and hygiene market, with the Group's
enlarged business expected to have run-rate revenues in the water
services market of c.GBP75m. The Acquisition will also broaden
Marlowe's technical capabilities and enhance its route density
nationally. The Acquisition is expected to be at least 10% earnings
accretive by the financial year ending 31 March 2021. Upon
completion, Clearwater will be integrated into WCS Group, Marlowe's
Water operation, which will allow for significant synergies to be
realised whilst broadening the capabilities of the combined
business to enhance the range of services it provides to
customers.
The Group also announces a proposed conditional placing to raise
gross proceeds of up to GBP20 million through the issue of up to
4,694,836 new ordinary shares of 50 pence each (the "Placing
Shares") at 426 pence per share (the "Issue Price") to certain new
and existing investors (the "Placing").
The Placing will be conducted by way of an accelerated bookbuild
process which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out
in the Appendix to this Announcement. Cenkos and Berenberg are
acting as joint bookrunners in connection with the Placing.
Alex Dacre, Chief Executive of Marlowe plc, said:
"The acquisition of Clearwater brings significant additional
scale and expertise to the Group and further accelerates our
strategy of broadening our capabilities in water treatment and
hygiene. We are confident that this acquisition will generate
attractive returns for Marlowe's shareholders."
For further information:
Marlowe plc www.marloweplc.com
Alex Dacre, Chief Executive Tel: +44 (0) 203 841
6194
Mark Adams, Group Finance Director IR@marloweplc.com
Cenkos Securities plc (Nominated Adviser & Joint Broker)
Nicholas Wells Tel: +44 (0)20 7397
8900
Ben Jeynes
Harry Hargreaves
Joh. Berenberg, Gossler & Co. KG, London Branch (Joint Broker)
Ben Wright Tel: +44 (0)20 3207
7800
Mark Whitmore
FTI Consulting
Nick Hasell Tel: +44 (0)20 3727
1340
Alex Le May
About Marlowe plc
Marlowe is a UK leader in specialist services which assure the
safety and regulatory compliance of commercial properties, whilst
managing risk for businesses across the country. The Group was
formed to create sustainable shareholder value through the
acquisition and development of businesses that provide regulated
inspection, testing and compliance services. It is focused on
health & safety, fire safety, security, water safety, water
treatment, air quality and environmental services - all of which
are vital to the wellbeing of its customers operations and are
invariably governed by regulation. Marlowe currently provides
services to over 10% of Britain's commercial properties and is
increasingly attractive to customers who require a single
outsourced, nationwide, provider of a comprehensive range of
regulated safety services. Our customers can be found in most
office complexes, high streets & leisure facilities,
manufacturing plants and industrial estates, and include SMEs,
local authorities, facilities management providers, multi-site NHS
trusts and FTSE 100 companies.
Current Trading
As announced on 29 April 2019, Marlowe continued to make good
progress in the financial year ended 31 March 2019, with
significant growth in both revenues and profits. Revenue for the
financial year grew 62% to approximately GBP130 million (2018:
GBP80.6 million) reflecting the contribution from acquisitions and
broad-based organic growth across both of the Group's divisions. In
a trading update issued on 29 April 2019, the Company stated that
current 12 month run-rate revenues are approximately GBP150 million
and that it expected adjusted EBITDA for the year ended 31 March
2019 to be slightly ahead of market expectations.
About the Acquisition
Marlowe is acquiring Clearwater as part of its strategy to
become a UK leader in specialist water treatment, hygiene and
compliance services. The Board believes the Acquisition will:
-- secure WCS Group's place as a major player in the water
treatment and hygiene sector with combined run-rate annual revenues
of c. GBP75 million;
-- broaden the technical capabilities of WCS Group and enhance
route density to improve service levels and efficiency; and
-- increase the scale and customer base of Marlowe.
For the year ended 31 December 2018, Clearwater's unaudited
management accounts recorded a gross profit of GBP12.3 million, an
adjusted EBITDA loss of GBP0.17 million and a loss before tax,
after one-off exceptional costs and loan interest payments of
GBP1.0 million, of GBP1.7 million on revenues of GBP27.9 million.
As at 30 April 2019, Clearwater's net assets being acquired by the
Group are estimated to be approximately GBP4.9 million.
The total enterprise value of GBP11 million is payable in cash
on completion, and shall be funded from the net proceeds of the
First Placing. The Acquisition is expected to be at least 10%
earnings accretive by the financial year ending 31 March 2021. The
Group expects to incur restructuring costs of up to GBP4 million in
connection with the proposed transformation programme.
Details of the Placing
The Placing will be conducted by way of an accelerated bookbuild
process ("Bookbuild") which will be launched immediately following
this Announcement, in accordance with the terms and conditions set
out in the Appendix to this Announcement. Cenkos and Berenberg are
acting as joint bookrunners in connection with the Placing. The
Bookbuild is expected to close no later than 12.00 noon (London
time) on 22 May 2019. However, the timing of the closing of the
Bookbuild, the final number and allocation of Placing Shares will
be determined at the discretion of the Group, Cenkos and Berenberg.
The Placing is not underwritten.
A further announcement will be made following closing of the
Placing, confirming the final details of the transaction.
The Issue Price represents a nil premium to the closing price of
426 pence per Existing Ordinary Share on 20 May 2019.
Of the total of up to 4,694,836 Placing Shares, the issue of
3,118,159 new ordinary shares ("First Placing Shares") is not
subject to shareholder approval.
The issue of up to 1,576,677 further new ordinary shares
pursuant to the Placing ("Second Placing Shares") is conditional,
inter alia, on the granting by shareholders of authorities to the
Directors to dis-apply the pre-emption rights contained within the
Articles and to issue shares and admission of the Second Placing
Shares to trading on AIM becoming effective. If Shareholders do not
pass the appropriate Resolutions, the issue of the Second Placing
Shares will not proceed.
The issue of the First Placing Shares is not conditional on the
passing of the Resolutions or on the issue of the Second Placing
Shares.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Application will be made for the Placing Shares to be admitted
to trading on AIM, subject in the case of the Second Placing Shares
to the passing of the Resolutions at the General Meeting. It is
expected that Admission of the First Placing Shares will become
effective and that dealings in the First Placing Shares will
commence on AIM on 23 May 2019 and that Admission of the Second
Placing Shares will become effective and that dealings in the
Second Placing Shares will commence on AIM on 11 June 2019.
The Placing Shares will rank, on issue, pari passu in all
respects with the Existing Ordinary Shares and will be issued free
from all liens, charges and encumbrances.
Placing Agreement
On 21 May 2019, the Company, Cenkos and Berenberg entered into
the Placing Agreement pursuant to which Cenkos and Berenberg
agreed, subject to certain conditions, to use their reasonable
endeavours to procure subscribers for the Placing Shares pursuant
to the Placing. The obligations of the Joint Bookrunners under the
Placing Agreement are conditional, inter alia, upon:
(i) the Acquisition Agreement not having lapsed, been terminated
or rescinded (or allegedly been terminated or rescinded) and having
been completed in accordance with its terms (excluding the
condition relating to Admission);
(ii) the Admission of the First Placing Shares occurring not
later than 23 May 2019 or such later time and/or date as the Joint
Bookrunners and the Company may agree (but in any event not later
than 6 June 2019; and
(iii) after Admission of the First Placing Shares, the Admission
of the Second Placing Shares occurring not later than 11 June 2019
or such later time and/or date as the Joint Bookrunners and the
Company may agree (but in any event not later than 25 June
2019.
Under the Placing Agreement, which may be terminated by Cenkos
and Berenberg in certain circumstances prior to Admission, the
Company has given certain warranties and indemnities to Cenkos and
Berenberg concerning, inter alia, the accuracy of the information
contained in this Announcement. The Placing is not being
underwritten.
Use of proceeds of the Placing
In addition to funding the Acquisition, the net proceeds of the
Placing (expected to be approximately GBP19.3 million) will be
applied by the Company to repay a portion of its existing GBP30
million Revolving Facility with HSBC and NatWest, to provide funds
for restructuring costs to be incurred following the Acquisition
and to provide additional resources to fund further acquisitions as
part of Marlowe's ongoing targeted acquisition strategy.
Expected Timetable of Principal Events
2019
Announcement of the Acquisition and 4.36 p.m. on 21 May
Placing
Latest time for announcement of the 12 noon on 22 May
results of the Placing
Posting of the Circular and Form of 22 May
Proxy
First Admission and commencement of 8.00 a.m. on 23 May
dealings of the First Placing Shares
First Placing Shares credited to CREST 23 May
stock accounts
Despatch of definitive share certificates week commencing 3 June
for First Placing Shares
Latest time and date for receipt of 11.00 a.m. on 5 June
Forms of Proxy
General Meeting 11.00 a.m. on 7 June
Second Admission and commencement of 8.00 a.m. on 11 June
dealings of the Second Placing Shares
if the Resolutions being passed
Second Placing Shares credited to CREST 11 June
stock accounts, subject to the Resolutions
being passed
Despatch of definitive share certificates week commencing 17 June
for Second Placing Shares, subject
to the Resolutions being passed
Notes:
(i) References to times are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by the Group via an
announcement to an RIS.
(iii) The timing of the events in the above timetable are
indicative only.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Acquisition" the proposed acquisition by the Group
of the entire issued share capital of
the Target described in the Circular
"Acquisition Agreement" the share purchase agreement dated 21
May 2019 relating to the Acquisition,
made between the Seller, Marlowe 2016
Limited, Baird Capital Partners Europe
II L.P., the Company, Spencer Davis,
Karl Wharton and Andrew Perry
"Admission" together First Admission and Second Admission
"AIM" AIM, a market operated by the London
Stock Exchange
"AIM Rules" the AIM rules for companies published
by London Stock Exchange
"Announcement" this announcement including the Appendix
"Berenberg" Joh. Berenberg, Gossler & Co. KG, London
Branch, a Kommanditgesellschaft (a German
form of limited partnership) established
under the laws of the Federal Republic
of Germany registered with the Commercial
Register at the Local Court of the City
of Hamburg under registration number
HRA 42659
"Bookbuilding Process" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"Business Day" a day (other than a Saturday or Sunday)
on which commercial banks are open for
general business in London, England
"Cenkos" Cenkos Securities plc (registered number
05210733)
"Circular" the circular expected to be posted to
shareholders on 22 May 2019 which for
the avoidance of doubt does not comprise
a prospectus (under the Prospectus Rules)
or an admission document (under the AIM
Rules)
"Group" or "Marlowe" Marlowe plc (registered number 09952391)
or "Company"
"Company Affiliate" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"Completion" completion of the Acquisition, pursuant
to the Acquisition Agreement
"Conditions" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"Directors" or "Board" the directors of the Group whose names
appear on page 3 of the Circular
"Enlarged Group" the Group and its subsidiaries following
Completion
"Enlarged Share Capital" the issued ordinary share capital of
Marlowe immediately following Second
Admission
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary Shares" the Ordinary Shares in issue at the date
of the Circular
"FCA" the Financial Conduct Authority of the
UK
"First Admission" admission of First Placing Shares to
trading on AIM becoming effective in
accordance with the AIM Rules which is
expected to occur at 8.00 a.m. on 23
May 2019
"First Placing" the placing of the First Placing Shares
at the Issue Price pursuant to the Placing
Agreement
"First Placing Shares" the 3,118,159 new Ordinary Shares issued
by the Group at the Issue Price as part
of the Placing pursuant to the then existing
allotment authority
"Form of Proxy" the form of proxy accompanying the Circular
for use at the General Meeting
"FPO" Financial Services and Markets Act 2000
(Financial Promotion) Order 2005
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"General Meeting" the general meeting of the Group as described
in the Circular, notice of which is set
out at the end of the Circular
"HSBC" HSBC UK Bank plc
"Investor" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"Issue Price" 426 pence per Placing Share
"Joint Bookrunners" Cenkos and Berenberg
"Joint Bookrunner Affiliate" shall have the meaning given to it in
the Appendix-Terms and Conditions of
the Placing
"Listing Rules" the Listing Rules of the Financial Conduct
Authority made in accordance with section
73A(2) of FSMA
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations Money Laundering, Terrorist Financing
2017" and Transfer of Funds (Information on
the Payer) Regulations 2017
"Ordinary Shares" ordinary shares of 50 pence each in the
capital of the Group
"Placees" those persons who have conditionally
agreed to subscribe for the Placing Shares
under the Placing
"Placing" the proposed conditional issue and allotment
at the Issue Price of the Placing Shares
to the Placees as described in the Circular
"Placing Agreement" the conditional agreement dated 21 May
2019 and made between Cenkos, Berenberg
and the Group in relation to the Placing,
further details of which are set out
in the letter from the Chief Executive
of the Group set out in the Circular
"Placing Shares" the First Placing Shares and the Second
Placing Shares, being in aggregate 4,694,836
new Ordinary Shares issued and to be
issued by the Group pursuant to the Placing
"Proposed Placing" or the conditional placing of the Second
"Second Placing" Placing Shares at the Issue Price pursuant
to the Placing Agreement and which is
conditional on, inter alia, the passing
of the Resolutions
"Prospectus Rules" the Prospectus Rules made in accordance
with EU Prospectus Directive 2003/7l/EC
"Registrars" the registrars of the Company, being
Link Market Services Limited (registered
number 02605568)
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the notice
of General Meeting at the end of the
Circular
"RIS" a regulatory information service as defined
by the Listing Rules
"Second Admission" admission of Second Placing Shares to
trading on AIM becoming effective in
accordance with the AIM Rules which is
expected to occur at 8.00 a.m. on 11
June 2019
"Second Placing Shares" the 1,576,677 new Ordinary Shares to
be issued by the Group at the Issue Price,
conditional on, inter alia, the passing
of the Resolutions
"Securities Act" United States Securities Act of 1933,
as amended
"Seller" Clearwater Technology Bidco Limited (registered
number 09421083)
"Shareholders" holders of Ordinary Shares
"Target" or "Clearwater" Clearwater Group Limited (registered
number 02494701)
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold 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. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the Securities Act.
Persons receiving this Announcement (including custodians,
nominees and trustees) must not forward, distribute, mail or
otherwise transmit it in or into the United States or use the
United States mails, directly or indirectly, in connection with the
Placing. This Announcement does not constitute or form part of an
offer to sell or issue or a solicitation of an offer to buy,
subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the
information contained in it is not for publication or distribution,
directly or indirectly, to persons in a Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
No action has been taken by the Group or the Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended (the
"Prospectus Directive"), (B) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall 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 "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc." in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (C) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
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 action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus
Directive) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Group's expectations, intentions
and projections regarding its future performance, anticipated
events or trends and other matters that are not historical facts.
These forward-looking statements, which may use words such as
"aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Group's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except
as required by the UK Financial Conduct Authority ("FCA"), the
London Stock Exchange or applicable law, the Group undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Any indication in this Announcement of the price at which the
Group's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Group for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Cenkos, which is authorised and regulated in the United Kingdom
by the FCA, and Berenberg, which is authorised and regulated by the
Federal Financial Supervisory Authority in Germany and subject to
limited regulation in the UK by the Financial Conduct Authority,
are acting for the Group and for no one else in connection with the
Placing and will not be responsible to anyone other than the Group
for providing the protections afforded to clients of Cenkos and
Berenberg or for providing advice in relation to the Placing, or
any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Group, Cenkos or
Berenberg or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Group's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Group's website (or any other website) is incorporated into,
or forms part of, this Announcement.
Notice 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, Cenkos and
Berenberg are only procuring 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 of 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.
APPIX - TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN
ARTICLE 2.1(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC),
AS AMED (THE "PROSPECTUS DIRECTIVE"), (B) IF IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE
FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA") OR
(C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT ON OR RELY
ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT
THEY ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT OR THE PLACING RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing. Each person to whom these
conditions apply, as described above, who confirms his agreement to
either of the Joint Bookrunners (whether orally or in writing) to
acquire Placing Shares under the Placing (an "Investor") hereby
agrees with the Joint Bookrunners and the Company to be bound by
the contract note issued by the relevant Joint Bookrunner to such
Investor and these terms and conditions, being the terms and
conditions upon which Placing Shares will be sold under the
Placing. An Investor shall, without limitation, become so bound
when a Joint Bookrunner confirms to such Investor its allocation of
Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to them at the Placing Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that First Admission will take
place and dealings in the First Placing Shares will commence on AIM
on or around 8.00 a.m. on 23 May 2019 and that Second Admission of
the Second Placing Shares will become effective and that dealings
in the Second Placing Shares will commence on AIM on 11 June
2019.
Bookbuilding Process
Commencing today, the Joint Bookrunners will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuilding
Process"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by the Joint Bookrunners.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing at the Placing
Price.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 12 noon on 22 May 2019,
but may be closed at such earlier or later time as the Joint
Bookrunners may, in their absolute discretion (after consultation
with the Company), determine. A further announcement will be made
following the close of the Bookbuilding Process detailing the
number of Placing Shares to be subscribed for by the Placees at the
Placing Price.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with the Joint
Bookrunners' consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at either Cenkos or Berenberg. Each bid should state the number of
Placing Shares that the prospective Placee wishes to subscribe for
at the Placing Price. If successful, the relevant Joint Bookrunner
will re-contact and confirm orally to Placees following the close
of the Bookbuilding Process the size of their respective
allocations and a trade confirmation will be despatched as soon as
possible thereafter. A Joint Bookrunner's confirmation (either oral
or written) of the size of allocations will constitute an
irrevocable legally binding agreement in favour of the Company and
the relevant Joint Bookrunner pursuant to which each such Placee
will be required to accept the number of Placing Shares allocated
to the Placee at the Placing Price and otherwise on the terms and
subject to the conditions set out herein and in accordance with the
Company's articles of association. Each Placee's allocation and
commitment will be evidenced by a trade confirmation issued by the
relevant Joint Bookrunner to such Placee. The terms of this
Appendix will be deemed incorporated in that trade
confirmation.
The Joint Bookrunners reserve the right to scale back the number
of Placing Shares to be subscribed by any Placee in the event that
the Placing is oversubscribed. The Joint Bookrunners also reserve
the right not to accept offers to subscribe for Placing Shares or
to accept such offers in part rather than in whole. The acceptance
and, if applicable, scaling back of offers shall be at the absolute
discretion of the Joint Bookrunners.
Each Placee's obligations will be owed to the Company and to the
relevant Joint Bookrunner. Following the oral confirmation referred
to above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the
relevant Joint Bookrunner, as agent of the Company, to pay to the
relevant Joint Bookrunner (or as the relevant Joint Bookrunner may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares allocated to such
Placee.
To the fullest extent permissible by law, neither Joint
Bookrunner, any subsidiary of either Joint Bookrunner, any branch,
affiliate or associated undertaking of either Joint Bookrunner or
of any such subsidiary nor any of their respective directors,
officers, employees, agents or advisers (each a "Joint Bookrunner
Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Joint
Bookrunner, any Joint Bookrunner Affiliate nor any person acting on
their behalf shall have any liability (including, to the extent
legally permissible, any fiduciary duties), in respect of its
conduct of the Bookbuilding Process or of such alternative method
of effecting the Placing as the Joint Bookrunners may
determine.
All obligations of the Joint Bookrunners under the Placing will
be subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are conditional, among other things, upon:
(i) the release of this Announcement;
(ii) the Acquisition Agreement not having lapsed, been
terminated or rescinded (or allegedly been terminated or rescinded)
and having been completed in accordance with its terms (excluding
the condition relating to Admission);
(iii) the Admission of the First Placing Shares occurring not
later than 23 May 2019 or such later time and/or date as the Joint
Bookrunners and the Company may agree (but in any event not later
than 6 June 2019;
(iv) after Admission of the First Placing Shares, the Admission
of the Second Placing Shares occurring not later than 11 June 2019
or such later time and/or date as the Joint Bookrunners and the
Company may agree (but in any event not later than 25 June
2019;
(v) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at each Admission;
(vi) there not having arisen or occurred before either Admission
any matter, fact, circumstance or event, such that in the opinion
of either Joint Bookrunner, a supplementary circular or
announcement is required to be made unless a supplementary document
has been published or an announcement has been released to a
RIS;
(vii) the Company having complied with its obligations under the
Placing Agreement to the extent they fall to be performed prior to
each Admission; and
(viii) in respect of the Second Placing Shares, the Resolutions being passed.
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by the
Joint Bookrunners), or (b) the Placing Agreement is terminated in
the circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof.
Admission of the First Placing Shares is not conditional upon
the passing of the Resolutions at the General Meeting or Admission
of the Second Placing Shares having occurred.
Neither of the Joint Bookrunners, any Joint Bookrunner
Affiliate, the Company, nor any subsidiary of the Company, nor any
branch, affiliate or associated undertaking of any such company nor
any of their respective directors, officers and employees (each a
"Company Affiliate") 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 in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that the
Joint Bookrunner's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Each Joint Bookrunner has the right to terminate the Placing
Agreement in certain circumstances prior to either Admission, in
particular, where any warranty was, when given, untrue, inaccurate
or misleading, or where any warranty is not, or has ceased to be,
true, accurate or not misleading (or would not be true, accurate or
not misleading if then repeated) by reference to the facts
subsisting at the relevant time, where the Company has failed to
comply with certain of its obligations under the Placing Agreement,
or upon the occurrence of a force majeure event or a material
adverse change in the financial or trading position or prospects of
any member of the Group.
By participating in the Placing, each Placee agrees with its
respective Joint Bookrunner that the exercise by the Joint
Bookrunners of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Joint Bookrunners and that the Joint Bookrunners need not make
any reference to the Placees in this regard and that, to the
fullest extent permitted by law, neither the Company, the Joint
Bookrunners, any Joint Bookrunner Affiliate nor any Company
Affiliate shall have any liability whatsoever to the Placees in
connection with any such exercise or failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Joint Bookrunners
and the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Joint Bookrunners (other than the amount of the
relevant Placing participation in the oral confirmation given to
Placees and the trade confirmation referred to below), any Joint
Bookrunner Affiliate, any persons acting on its or their behalf or
the Company or any Company Affiliate and neither the Joint
Bookrunners, any Joint Bookrunner Affiliate, nor any persons acting
on their behalf, the Company, any Company Affiliate nor any persons
acting on their behalf will be liable for the decision of any
Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with its respective
Joint Bookrunner, for itself and as agent for the Company that
(except for, in relation to the Company, the information contained
in this Announcement) it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following each
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
The Joint Bookrunners reserve the right to require settlement for
and delivery of the Placing Shares to Placees by such other means
as they may deem necessary, including, without limitation, if
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
The expected timetable for settlement will be as follows:
First Placing Shares
Trade Date 22 May 2019
Settlement Date 23 May 2019
-------------
ISIN Code GB00BD8SLV43
-------------
SEDOL BD8SLV4
-------------
Deadline for input instruction 22 May 2019
into CREST
-------------
Second Placing Shares
Trade Date 7 June 2019
Settlement Date 11 June 2019
-------------
ISIN Code GB00BD8SLV43
-------------
SEDOL BD8SLV4
-------------
Deadline for input instruction 7 June 2019
into CREST
-------------
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to the relevant Joint Bookrunner and settlement instructions.
Placees should settle against the CREST ID provided to them by
either Cenkos or Berenberg. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with Cenkos or Berenberg, as applicable.
It is expected that settlement will take place on the relevant
Settlement Dates shown above on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation
unless otherwise notified by the Joint Bookrunners.
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 the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Joint Bookrunner may sell any or
all of the Placing Shares allocated to the Placee on such Placee's
behalf and retain from the proceeds, for the relevant Joint
Bookrunner's own account and profit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Joint Bookrunner 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.
Agreement to acquire Placing Shares
Conditional on: (i) First Admission and Second Admission
occurring and becoming effective by 8.00 a.m. (London time) on 23
May 2019 and 11 June 2019 respectively (or such later time and/or
date as the Company and the Joint Bookrunners may agree) and on the
Placing Agreement being otherwise unconditional in all respects and
not having been terminated in accordance with its terms on or
before Admission; and (ii) the confirmation mentioned under
paragraph (a) above, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Placing Price.
The number of Placing Shares acquired by such Investor under the
Placing shall be in accordance with the arrangements described
above.
Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the
Placing Shares acquired by such Investor in such manner as shall be
directed by the relevant Joint Bookrunner. In the event of any
failure by an Investor to pay as so directed, the relevant Investor
shall be deemed hereby to have appointed the relevant Joint
Bookrunner or its nominee to sell (in one or more transactions) any
or all of the Placing Shares in respect of which payment has not
been made as so directed and to have agreed to indemnify on demand
that relevant Joint Bookrunner in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
Representations and warranties
By receiving this announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising either Joint
Bookrunner to notify an Investor's name to the Registrars, is
deemed to acknowledge, agree, undertake, represent and warrant to
each Joint Bookrunner, the Registrars and the Company that:
(i) the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles. Such
Investor agrees that these terms and conditions and the contract
note issued by either Cenkos or Berenberg to such Investor
represent the whole and only agreement between the Investor, the
relevant Joint Bookrunner and the Company in relation to the
Investor's participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, all other terms, conditions,
representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of
these terms and conditions. Such Investor agrees that none of the
Company, the Joint Bookrunners nor any of their respective officers
or directors will have any liability for any such other information
or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Joint Bookrunners, nor any person affiliated with either of the
Joint Bookrunners or acting on their behalf is responsible for or
shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously published by or on behalf of the Company or any member
of the Group and will not be liable for any decision by an Investor
to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise;
(iii) the Investor has not relied on either Joint Bookrunner or
any person affiliated with either Joint Bookrunner in connection
with any investigation of the accuracy of any information contained
in this announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
hereof or other information or representation concerning the Group,
the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor either Joint Bookrunner nor their
respective officers, directors or employees will have any liability
for any such other information or representation and irrevocably
and unconditionally waives any rights it may have in respect of any
such other information or representation;
(v) neither Joint Bookrunner is making any recommendations to
Investors or advising any of them regarding the suitability or
merits of any transaction they may enter into in connection with
the Placing, and each Investor acknowledges that participation in
the Placing is on the basis that it is not and will not be a client
of either Joint Bookrunner and that the Joint Bookrunners are
acting for the Company and no one else, and the Joint Bookrunners
will not be responsible to anyone else for the protections afforded
to its clients, and that the Joint Bookrunners will not be
responsible for anyone other than the Company for providing advice
in relation to the Placing, the contents of this Announcement or
any transaction, arrangements or other matters referred to herein,
and the Joint Bookrunners will not be responsible for anyone other
than the relevant parties to the Placing Agreement in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or
performance of the Joint Bookrunner's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
of the Joint Bookrunners nor either of their directors or employees
shall be liable to an Investor for any matter arising out of the
role of the Joint Bookrunners as the Company's broker (and in the
case of Cenkos, as nominated adviser to the Company pursuant to the
AIM Rules) or otherwise, and that where any such liability
nevertheless arises as a matter of law each Investor will
immediately waive any claim against the Joint Bookrunners and their
respective directors and employees which an Investor may have in
respect thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
acquire Placing Shares under the Placing and/or acceptance thereof
or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, of the Joint Bookrunners or any
other person that would permit a public offering of the Placing
Shares, or possession or distribution of this Announcement, in any
country or jurisdiction where action for that purpose is required;
and that, if the Investor is in a relevant EEA member state, it is:
(i) a legal entity which is authorised or regulated to operate in
the financial markets or, if not so authorised or regulated, its
corporate purpose is solely to invest in securities; (ii) a legal
entity which has two or more of: (a) an average of at least 250
employees during the last financial year; (b) a total balance sheet
of more than EUR43,000,000; and (c) an annual net turnover of more
than EUR50,000,000, in each case as shown in its last annual or
consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Directive or other applicable laws; or
(iv) in the case of any Placing Shares acquired by an Investor as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, either:
(A) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
other than qualified investors, as that term is defined in the
Prospectus Rules, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to the placing or resale;
or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Rules as having been made to such persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa or where to do so may contravene local securities laws
or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xiii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or 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);
(xiv) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xv) the Investor is acquiring the Placing Shares for investment
purposes only and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of the
Securities Act or any other United States federal or applicable
state securities laws;
(xvi) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xvii) the Company, the Registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xviii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xix) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xx) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxi) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxii) the Investor is not a resident of the United States,
Australia, Canada, Japan or the Republic of South Africa and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be prepared in respect of the
Placing Shares under the securities legislation of the United
States, Australia, Canada, Japan, the Republic of Ireland or the
Republic of South Africa and, subject to certain exceptions, the
Placing Shares may not be offered or sold, directly or indirectly,
in or into those jurisdictions;
(xxiii) the Investor is liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxiv) in the case of a person who confirms to either Joint
Bookrunner on behalf of an Investor an agreement to acquire Placing
Shares under the Placing and/or who authorises either Joint
Bookrunner to notify such Investor's name to the Registrars, that
person represents that he has authority to do so on behalf of the
Investor;
(xxv) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 ("Money Laundering Regulations
2017") and any other applicable law concerning the prevention of
money laundering and, if it is making payment on behalf of a third
party, that: (i) satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party; and (ii)
arrangements have been entered into with the third party to obtain
from the third party copies of any identification and verification
data immediately on request as required by the Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Investor's allocation may be retained at the Joint
Bookrunners' discretion;
(xxvi) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, either
Joint Bookrunner and/or the Company may require proof of identity
of the Investor and related parties and verification of the source
of the payment before the application can be processed and that, in
the event of delay or failure by the Investor to produce any
information required for verification purposes, either Joint
Bookrunner and/or the Company may refuse to accept the application
and the moneys relating thereto. The Investor holds harmless and
will indemnify the Joint Bookrunners and/or the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
(xxvii) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxviii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxix) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the Order; or (ii) a
high net worth entity falling within article 49(2)(a) to (d) of the
Order; or (ill) is a person to whom this announcement may otherwise
be lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxx) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex 11/Article 24 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxxi) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of the Joint Bookrunners and the Company that: (i) it is a
qualified investor within the meaning of the law in that relevant
member state implementing Article 2(1) of the Prospectus Directive;
and (ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive: (A) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
relevant member state other than qualified investors, as that term
is defined in the Prospectus Directive, or in other circumstances
falling within Article 3(2) of the Prospectus Directive and the
prior consent of the Joint Bookrunners has been given to the offer
or resale; or (B) where Placing Shares have been acquired by it on
behalf of persons in any relevant member state other than qualified
investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
(xxxii) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxxiii) in the case of a person who confirms to either Joint
Bookrunner on behalf of an Investor an agreement to acquire Placing
Shares under the Placing and who is acting on behalf of a third
party, that the terms on which the Investor (or any person acting
on its behalf) are engaged enable it to make investment decisions
in relation to securities on that third party's behalf without
reference to that third party;
(xxxiv) the exercise by either Joint Bookrunner of any rights or
discretions under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners and neither Joint
Bookrunner need not have any reference to any Investor and shall
have no liability to any Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right
and each Investor agrees that it shall have no rights against the
Joint Bookrunners or any of their directors or employees under the
Placing Agreement;
(xxxv) it irrevocably appoints any director of either Cenkos or
Berenberg (as relevant to its participation in the Placing) as its
agent for the purposes of executing and delivering to the Company
and/or the 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 and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(xxxvi) it will indemnify and hold the Company, the Joint
Bookrunners and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xxxvii) the Joint Bookrunners may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Placing Shares and/or related instruments for
its own account and, except as required by applicable law or
regulation, the Joint Bookrunners will not make any public
disclosure in relation to such transactions; and
(xxxviii) the Joint Bookrunners and each of their respective
affiliates, each acting as an investor for its or their own
account(s), may bid or subscribe for and/or purchase Placing Shares
and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by either of the Joint Bookrunners and/or any of their
respective affiliates, acting as an investor for its or their own
account(s). Neither Joint Bookrunner nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of each of the foregoing representations, warranties
and undertakings.
Supply and disclosure of information
If either the Joint Bookrunners, the Registrars or the Company
or any of their respective agents request any information about an
Investor's agreement to acquire Placing Shares, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
Miscellaneous
The rights and remedies of the Joint Bookrunners, the Registrars
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.
(i) On application, each Investor may be asked to disclose, in
writing or orally to either of the Joint Bookrunners:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
relevant Joint Bookrunner.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the Joint
Bookrunners.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of the Joint Bookrunners, the Company and the
Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against an Investor in
any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) The Joint Bookrunners and the Company each expressly
reserve the right to modify the Placing (including, without
limitation, its timetable and settlement) at any time before
allocations of Placing Shares under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
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
ACQLLFLSESILFIA
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May 21, 2019 11:36 ET (15:36 GMT)
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