TIDMNBB
RNS Number : 1747S
Norman Broadbent PLC
29 September 2017
DISSEMINATION OF A REGULATORY ANNOUNCEMENT THAT CONTAINS INSIDE
INFORMATION ACCORDING TO REGULATION (EU) NO 596/2014 (MAR).
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF NORMAN BROADBENT PLC IN ANY JURISIDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE LATER IN THIS ANNOUNCEMENT.
29 September 2017
Norman Broadbent plc
("Norman Broadbent" or the "Company")
Proposed Placing to raise up to GBP1.23 million
Norman Broadbent (AIM: NBB), a leading provider of Talent
Acquisition & Advisory Services, comprising Board &
Executive Search, Interim Management, Research & Insight,
Leadership Consulting & Assessment, and executive level
Recruitment Solutions, announces its intention to conduct a
conditional placing (the "Placing") of up to 12,252,250 new
ordinary shares (the "Placing Shares") to raise up to GBP1.23
million (before expenses) at an intended price of 10 pence per
share (the "Placing Price").
The Placing Shares are being offered to institutional investors
by means of an accelerated book build ("ABB"), which is to begin
immediately, and will be managed by WH Ireland Limited ("WH
Ireland") acting as sole bookrunner.
It is intended that the Placing will be conditional, inter alia,
on the approval of shareholders at a forthcoming general meeting of
the Company ("General Meeting") which will be convened to seek
authority for the Directors to issue and allot further new ordinary
shares otherwise than on a non-pre-emptive basis.
A circular setting out details of the Placing (the "Circular")
and to convene the General Meeting will be available on the
Company's website shortly and is expected to be posted to
Shareholders later today.
Existing shareholders, who own in aggregate 57.06 per cent. of
the issued share capital have undertaken irrevocably to vote in
favour of the resolutions at the General Meeting.
Certain of the Directors of the Company, together with certain
existing shareholders, have indicated an intention to participate
in the Placing.
Highlights:
-- Proposed placing of approximately GBP1.23 million before
expenses at price of 10 pence per share.
-- Existing shareholders are expected to subscribe for 94.61 per cent. of the placing
-- Placing being conducted through an ABB which will open with
immediate effect following this announcement and is intended to
close as soon practicable thereafter
-- Proceeds are to be used to accelerate the Company's growth
plans, help facilitate a move to a more modern Central London
offices in Q1/Q2 2018, as well as for working capital purposes
-- The Placing Price represents a discount of approximately 9.09
per cent. to the closing mid-market price of the Company's existing
ordinary shares of 11p on 28 September 2017
-- Placing Shares, assuming full take-up, will represent
approximately 29.4 per cent. of the Company's existing issued share
capital
-- A search process for a new CFO is in its advanced stage and
an offer has been extended to a candidate to replace James
Webber
-- Further details of the Placing are set out in the appendix to this announcement
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2017
Announcement of the Placing 29 September
Publication of Circular 29 September
Latest time and date for receipt of Forms of Proxy
10:00 am on 15 October
General Meeting * 10:00 am on 17 October
Admission to trading on AIM effective and dealings commence in
the 8:00 am on 18 October
Placing Shares
Despatch of definitive share certificates for Placing Shares 25
October
*Being 14 clear days notice, the minimum possible under the
Companies Act 2006
Each of the times and dates above are indicative only and refer
to London time and are subject to change. Any such change will be
notified by an announcement on a Regulatory Information
Service.
Additional information on the Placing is included below.
Attention is also drawn to the section headed 'Important Notice'
and to the Appendix to this Announcement containing, inter alia,
the terms and conditions of the Placing (representing important
information for Placees only). The number of Placing Shares to be
issued in connection with the Placing will be determined by WH
Ireland at the close of the ABB process, and the results of the
Placing will be announced as soon as practicable thereafter. The
timing of the closing of the book, pricing and allocations is at
the absolute discretion of WH Ireland.
Terms used but not defined in this Announcement shall have the
meanings given to such terms in the Definitions section of the
Appendix to this Announcement.
For further information, please contact:
Norman Broadbent plc
Mike Brennan / Frank Carter 020 7484 0000
WH Ireland Limited
Paul Shackleton / Jessica Cave
/ Alex Bond 0207 220 1666
For further information visit www.normanbroadbent.com
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Important Notice
MAR became effective from 3 July 2016. Market soundings, as
defined in MAR, were taken in respect of the Placing with the
result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this
Announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to the
Company and its securities.
This Announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the Financial Conduct
Authority, nor does it comprise an admission document prepared in
accordance with the AIM Rules. Accordingly, this Announcement has
not been approved by or filed with the Financial Conduct
Authority.
This Announcement must not be distributed to a US Person (as
such term is defined in Rule 902 of Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act")) or
within or into the United States, Canada, Japan, South Africa, the
Republic of Ireland or Australia. The Ordinary Shares have not been
and will not be registered under the Securities Act, and may not be
offered or sold or subscribed, directly or indirectly, within the
United States, Canada, Japan, South Africa, the Republic of Ireland
or Australia or to or by any US Person or any national, resident or
citizen of Canada, Japan, the Republic of South Africa, the
Republic of Ireland or Australia or any corporation, partnership or
other entity created or organised under the laws thereof.
WH Ireland Limited ("WH Ireland") which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as sole bookrunner and nominated adviser to the Company
and no-one else in connection with the Placing. WH Ireland will not
regard any other person (whether or not a recipient of this
Announcement) as its client or be responsible to any other person
for providing the protections afforded to clients of WH Ireland nor
for providing advice in relation to the transactions and
arrangements described in this Announcement. WH Ireland is not
making any representation or warranty, express or implied, as to
the contents of this Announcement. WH Ireland has not approved the
contents of, or any part of, this Announcement and no liability
whatsoever is accepted by WH Ireland for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any information from this Announcement.
Forward Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Company's future prospects, developments
and business strategies. Forward-looking statements are identified
by their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of those, variations or
comparable expressions, including references to assumptions. The
forward-looking statements in this Announcement are based on
current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. These forward-looking
statements speak only as at the date of this Announcement. No
statement in this Announcement is intended to constitute a profit
forecast or profit estimate for any period. Neither the Directors
nor the Company undertake any obligation to update forward-looking
statements or risk factors other than as required by the AIM Rules
or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
Past performance is not a guide to future performance.
Proposed Placing and Notice of General Meeting.
1. Introduction
The Company intends to raise approximately GBP1.23 million
(before expenses) through the Placing. It is intended that the
Placing Price will be 10 pence per Placing Share.
2. Background to and reasons for the Placing
Norman Broadbent is a provider of Talent Acquisition &
Advisory Services, comprising Board and Executive Search, Interim
Management, Research & Insight, Leadership Consulting &
Assessment, and executive-level Recruitment Solutions. In recent
years, the Company and its subsidiaries (collectively the
"Company") has undergone a period of strategic refocusing and
restructuring.
Following the appointment of Mike Brennan in April 2016, the
Board carried out a review of each business within the group, the
services it provided and those who delivered them. This review
focused on defining the Company's portfolio of brands and services,
and examined how the Company's brands can develop complementary
business practices, synergies and create cross selling
opportunities.
The Company raised GBP2.3m of new equity (before expenses) in
September 2016, following which the business was significantly
restructured in line with the review.
In August 2017,the Company announced that it had raised
GBP300,000 through the issue of a secured loan note to MI Downing
UK Micro Cap Growth Fund to be used for working capital
purposes.
The Company's Interim results for the 6 months to 30 June 2017
announced a group loss before tax of GBP679,000. This a significant
reduction on the prior 6 months and reflects the ongoing
restructuring. A summary of the results are set out in section 4
below.
Opportunities for the Group
The Board intends to continue to pursue the opportunities to
invest in future growth and build shareholder value by:
-- promoting innovation and broadening the Company's portfolio
of complimentary service offerings
-- investing in the growth of the Company's interim management business and "NB:Solutions"
-- scaling and strengthening the core Norman Broadbent Board and Executive Search business
-- encouraging continued cross selling of services
-- scaling Norman Broadbent Consulting
-- the provision of Research & Insight services
-- improving margins
-- building long-term contracted recurring revenue streams via "Norman Broadbent Interim"
The Board believes that the Norman Broadbent Executive Search
business, as well as being the current primary revenue generating
component of the Company's business, gives the Company strategic
access to key recruitment decision makers, which can be used to
pursue cross selling opportunities, and has the potential to
capture a greater proportion of recruitment-related market share
within key clients.
In particular the Board considers that "NB:Solutions" and
"Norman Broadbent Interim" have the potential to leverage those key
client relationships as part of its growth strategy.
Growth strategy and growth assumptions
Since Mike Brennan joined as Company Chief Executive Officer,
the Company has been pursuing a near-term strategy, which has led
to the following:
-- Key business leaders now in place across all NB brands
-- More rigorous hiring process
-- Noticeable increase in cross-selling from 2016
-- Key staff retention initiatives such as the EMI scheme
-- A stronger series of propositions and greater innovation
The purpose of the Placing is to provide the resources to enable
the Company to build on this consolidation phase and move to a
medium-term strategy focused on growth, involving the
following:
-- Scaling all businesses, especially NBI & NB:Solutions
-- Strategically and selectively grow NBES
-- Continuing to diversify Group revenue streams
-- Seeking out new Partnership opportunities
-- Continuing promoting cross-selling
-- Becoming self funding
The Board's intention is that this will be an organic growth
strategy. Whilst the Board may consider smaller acquisition
opportunities, at this stage, large scale acquisitions are not
considered to be a core element of the strategy.
The Board currently intends for the majority of the net proceeds
of the Placing to be used for the hiring of additional fee earners,
working capital including facilitating the relocation of its
offices to a more effective site.
Fee earners are expected to be hired across the Norman Broadbent
Executive Search, "NB:Solutions" and "Norman Broadbent Interim"
divisions over the next two and a half years, with a view to having
a Company headcount of approximately 39 fee earning consultants by
the second quarter of 2019. One further fee earner is expected to
be recruited into Norman Broadbent Consulting.
In addition, an important element in the growth strategy will be
the selective introduction of The Norman Broadbent Partnership
Programme (see below). The aim of this partnership programme is to
attract business builders and promote talent acquisition across all
of the Company's brands through their participation in equity
stakes in newly incorporated subsidiaries.
If the strategies can be successfully implemented, the Board
believes that the Company has the potential for the Norman
Broadbent brand to be further strengthened and its value increased
by the creation of greater levels of long-term contracted recurring
revenue in the interim business and leveraging cross-selling
opportunities.
Having considered a number of assumptions the Board currently
has a reasonable belief that, through the growth strategy as
outlined above, the Company has the potential to generate Net Fee
Income of approximately GBP10.7m by 2019, comprising a mix of
'annuity', contract and permanent revenue. However any future level
of Net Fee Income will be determined by a number of factors out of
the Directors' control, including the ability of the Company to
find suitable candidates as part of its proposed growth strategy,
the ability of the Company to train and retain such candidates and
the political and economic impact of external factors such as
Brexit". Accordingly, this should be considered to be a target
which the Directors have set for the business and is not a profit
forecast. Investors should not rely on this figure when evaluating
the business.
The Norman Broadbent partnership programme
Where appropriate the Board intends to utilise a partnership
model to attract and retain senior consultants who are capable of
building and leading sustainable businesses within the Company,
with a view to creating long-term Shareholder value for the
Company. This partnership programme would involve a small number of
partners being issued with meaningful minority stakes in newly
incorporated Company subsidiaries focused on key strategic markets,
sectors and service offerings. It is intended that an appropriate
investment in headcount would follow based on an agreed business
plan for each subsidiary.
Relocation of offices
The Company intends to move offices next year, which is expected
to result in an annual saving of GBP200,000 per annum due to a
reduction of rent. However, it is expected that there will be a
temporary short-term cash outflow resulting from the payment of a
deposit on the new offices required before the return of the
deposit on the old office. It is expected that some of the proceeds
will be used to fund this gap.
Working capital
The Directors continue to monitor and manage the Company's
working capital very carefully. The Company's internal growth
forecasts are based on the ability to hire additional fee earning
staff across the group and should the Company raise less funds
through the Placing than expected the scale of hiring will be
managed more prudently in order to manage working capital. The
Placing is conditional on a minimum of GBP1.1m being raised.
Offer extended to new CFO
Following the announcement of James Webber's departure on 22
August 2017, an offer has been made to a candidate to replace Mr
Webber.
3. Use of Proceeds
The Company intends that the net proceeds of the Placing will be
predominantly used to:
-- Scale the business
-- Strengthen the working capital position
-- Provide a bridge for the deposit during the property move
-- Seek out new partnership opportunities
4. Current trading and prospects
The Company has released interim results for the six months
ending 30 June 2017; highlights include:
-- Phase 1 of the turnaround completed
-- Completed hire of new Senior Leadership Team
-- New hires ahead of plan
-- Gary Browning appointed as a Senior Advisor to the Board
-- Loss significantly lower (42 per cent.) than the previous six month period
-- H1 2017 underlying trends positive
-- Phase 2 of the turnaround underway
5. Director and Substantial Shareholder participation and related party transactions
Director participation
As part of the Placing, certain Directors have confirmed their
intention to subscribe for Placing Shares at the Placing Price.
Details of the Placing Shares for which the Directors will be
subscribing are displayed below:
Director Number of Ordinary Percentage of Number of Placing
Shares held before current issued Shares to be subscribed
the Placing Ordinary Share for as part of
capital the Placing
---------------- -------------------- ---------------- -------------------------
Mike Brennan 666,315 1.6% 250,000
---------------- -------------------- ---------------- -------------------------
Frank Carter 157,894 0.38% 50,000
---------------- -------------------- ---------------- -------------------------
Brian Stephens 117,955 0.28% 50,000
---------------- -------------------- ---------------- -------------------------
Following their subscriptions for Placing Shares, the
shareholdings of the Directors at Admission are expected to be as
follows:
Director Number of Percentage Number of Percentage
Ordinary Shares of current Ordinary Shares of enlarged
held before issued Ordinary held on Admission Ordinary Share
the Placing Share capital Capital
---------------- ----------------- ----------------- ------------------- ----------------
Mike Brennan 666,315 1.6% 916,315 1.70%
---------------- ----------------- ----------------- ------------------- ----------------
Frank Carter 157,894 0.38% 207,894 0.39%
---------------- ----------------- ----------------- ------------------- ----------------
Brian Stephens 117,955 0.28% 167,955 0.31%
---------------- ----------------- ----------------- ------------------- ----------------
James Webber 145,263 0.35% 145,263 0.27%
---------------- ----------------- ----------------- ------------------- ----------------
Related party transactions
The following Substantial Shareholders, (as defined by the AIM
Rules) intend to participate in the Placing as follows:
Existing Substantial Number Percentage Number of Number Percentage
Shareholder of Ordinary of current Placing of Ordinary of enlarged
Shares issued Ordinary Shares to Shares Ordinary
held before Share capital be subscribed held on Share capital
the Placing for as part Admission
of the Placing
---------------------- ------------- ----------------- ---------------- -------------- ---------------
Downing LLP 10,528,003 25.29% 3,799,500 14,327,503.00 26.59%
---------------------- ------------- ----------------- ---------------- -------------- ---------------
Ennismore Fund
Management Limited 7,453,992 17.9% 2,192,750 9,646,742.00 17.90%
---------------------- ------------- ----------------- ---------------- -------------- ---------------
Moulton Goodies
Limited 6,066,739 14.57% 2,000,000 8,066,739.00 14.97%
---------------------- ------------- ----------------- ---------------- -------------- ---------------
Pierce Augustan
Casey 5,775,005 13.90% 500,000 6,275,005.00 11.65%
---------------------- ------------- ----------------- ---------------- -------------- ---------------
Those Substantial Shareholders participating in the Placing, if
confirmed, will be classified as related parties under the AIM
Rules. The directors of the Board considers having consulted with
WH Ireland as the Company's nominated adviser, that the terms of
this transaction are fair and reasonable insofar as the Company's
shareholders are concerned.
6. Notice of General Meeting
Shareholders will find set out in the Circular a notice
convening the General Meeting to be held at 10:00 a.m. on 17
October.
The Resolutions to be proposed at the General Meeting are as
follows:
1. an ordinary resolution to give the Directors' general
authority, pursuant to section 551 of the Companies Act 2006, to
allot equity securities of an aggregate nominal amount of
GBP122,522.50 (being equal to 12,252,250 Ordinary Shares pursuant
to the Placing); and
2. a special resolution, pursuant to section 570 of the
Companies Act 2006, to empower the Directors to disapply statutory
pre-emption rights over equity securities provided that this
authority and power shall be limited to the allotment, in aggregate
of 12,252,250 Ordinary Shares in connection with the Placing.
7. Irrevocable undertakings
The Directors have irrevocably undertaken to vote in favour of
the Resolutions in respect of their aggregate beneficial holdings
of 1,087,427 Ordinary Shares representing approximately 2.61 per
cent. of the Existing Ordinary Shares.
In addition, Downing LLP, Ennismore Fund Management Limited and
Pierce Casey have irrevocably undertaken to vote in favour of the
Resolutions in respect of their aggregate beneficial holdings of
23,757,000 Ordinary Shares representing approximately 57.06 per
cent. of the Existing Ordinary Shares.
8. Admission, Settlement and CREST
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. It is expected
that Admission of the Placing Shares will become effective at 8.00
a.m. on 18 October 2017 and that dealings in the Placing Shares
will commence at that time.
The Company's Articles of Association permit the Company to
issue shares in uncertificated form. CREST is a computerised
paperless share transfer and settlement system which allows shares
and other securities to be held in electronic rather than paper
form. The Ordinary Shares are already admitted to CREST and
therefore the Placing Shares will also be eligible for settlement
in CREST.
9. Directors' recommendation
The Directors consider the passing of the Resolutions and the
completion of the Proposals to be in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that all Shareholders vote in favour of the
Resolutions.
APPIX - IMPORTANT INFORMATION FOR PLACEES ONLY
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS
SELECTED BY WH IRELAND WHO FALL WITHIN THE DESCRIPTION THAT, IF
THEY WERE CLIENTS OF WH IRELAND, COULD BE CATEGORISED AS A
"PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE
MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK
AND THEREFORE FALL WITHIN THE PROVISIONS OF POINT (1) OF SECTION
(I) OF ANNEX (II) TO THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE
(2014/65) AND FURTHERMORE, WHO ARE: (A) PERSONS WHO ARE IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE
AGREED BY WH IRELAND, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE
2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE
IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE: (I) "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN
PLACING SHARES.
THE PRICE OF ORDINARY SHARES AND THE INCOME FROM THEM (IF ANY)
MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF ORDINARY SHARES.
Definitions
The following definitions apply in this Announcement, unless the
context otherwise:
"Admission" admission of the Placing Shares to trading
on AIM becoming effective in accordance
with the AIM Rules;
"AIM" the AIM market operated and regulated by
the London Stock Exchange plc;
"AIM Rules" the rules for AIM companies and their AIM
advisers, as published from time to time
by the London Stock Exchange in relation
to AIM traded securities;
"Announcement" the Company's regulatory announcement (set
out above) of the Placing, together with
this Appendix;
"Company" Norman Broadbent plc a public limited company
registered in England and Wales with registration
number 318267;
"CREST" the computerised settlement system (as defined
in the CREST Regulations) operated by Euroclear
UK & Ireland Limited which facilitates the
transfer of title to shares in uncertificated
form;
"EEA" European Economic Area;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 200
(as amended);
"Group" the group comprising the Company and its
subsidiary undertakings;
"London Stock Exchange" the London Stock Exchange plc;
"Long Stop Date" the latest date for Admission, being 31
October 2017;
"MAR" Market Abuse Regulation EU No 596/2014;
"Ordinary Shares" the ordinary shares of 1 penny each in the
capital of the Company;
"Placee" any Relevant Person who is or becomes committed
on a conditional basis to subscribe for
Placing Shares under the Placing;
"Placing" the proposed placing of the Placing Shares
at the Placing Price by WH Ireland pursuant
to the Placing Agreement;
"Placing Agreement" the conditional placing agreement relating
to the Placing entered into between the
Company and WH Ireland;
"Placing Price" 10 pence per Placing Share, being the fixed
price at which each Placing Share is to
be made available for subscription under
the Placing;
"Placing Shares" the 12,252,250 Ordinary Shares to be issued
pursuant to the Placing;
"Prospectus Rules" the prospectus rules of the FCA;
"Resolutions" the resolutions to be set out in the notice
of general meeting of the shareholders of
the Company for the purposes of approving
the issue and allotment of the Placing Shares;
"United States" the United States of America; and
"WH Ireland" WH Ireland Limited of 24 Martin Lane, London
EC4R 0DR.
References to "GBP", "pence" and "p" are to British pounds and
pence sterling, the currency of the United Kingdom.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee to whom these terms and
conditions apply, as described above, who confirms its agreement,
either orally or in writing, to WH Ireland to acquire Placing
Shares hereby agrees with WH Ireland and the Company to be bound by
these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall,
without limitation, become so bound if WH Ireland confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, in whole or in part, directly
or indirectly, to persons in the United States, Australia, Canada,
Japan, the Republic of South Africa, the Republic of Ireland, New
Zealand or in any jurisdiction in which such publication or
distribution would be unlawful. Persons into whose possession this
Announcement may come are required by the Company to inform
themselves about and to observe any restrictions on transfer of
this Announcement. No public offer of securities of the Company is
being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States.
No clearances or filings have not been, nor will they be,
obtained or made from the relevant securities regulatory authority
of any province or territory of Australia, Canada, Japan, the
Republic of South Africa, the Republic of Ireland or New Zealand,
and the Placing Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, the
Republic of South Africa, the Republic of Ireland or New Zealand.
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 Australia,
Canada, Japan, the Republic of South Africa, the Republic of
Ireland, New Zealand or any other jurisdiction in which such offer,
sale, resale or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
WH Ireland has entered into the Placing Agreement with the
Company under which WH Ireland has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares. It is
expected that the Placing will raise approximately GBP1.23 million
in gross proceeds at the Placing Price with approximately
12,252,250 Placing Shares expected to be placed. The Placing is not
being underwritten by WH Ireland or any other person.
The number of Placing Shares will be determined following
completion of the ABB as set out in this Announcement.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
The Placing Shares will trade on AIM under the TIDM: AIM:NBB,
with ISIN: GB00B3VF4Y66.
Bookbuild
WH Ireland will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
WH Ireland and the Company shall be entitled to effect the
Placing by such alternative method to the ABB as they may, in their
sole discretion, determine.
Application for Admission
Application will be made to London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective on or around 8.00 a.m. on 18
October 2017 and that dealings in the Placing Shares will commence
at that time.
Participation in, and principal terms of, the Placing
1. WH Ireland is arranging the Placing as agent for, and broker
of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
WH Ireland. WH Ireland is entitled to participate in the Placing as
principal.
3. The ABB will establish the number of Placing Shares to be
issued at the Placing Price, which will be agreed between WH
Ireland and the Company following completion of the ABB. The number
of Placing Shares will be announced on a Regulatory Information
Service following the completion of the ABB.
4. To bid in the ABB, Placees should communicate their bid by
telephone to their usual contact at WH Ireland Corporate &
Institutional Broking. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for or
purchase at the Placing Price. Bids may be scaled down by WH
Ireland on the basis referred to in paragraph 8 below.
5. The closing of the ABB is intended to be at 7.30 a.m. on the
date of this Announcement. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion and WH Ireland reserves the
right to extend the time for closing of the ABB.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland following the close of the ABB and a
trade confirmation or contract note will be dispatched as soon as
practicable thereafter. WH Ireland's oral or emailed confirmation
will give rise to an irrevocable, legally binding commitment by the
person to which it is given (who at that point becomes a Placee),
in favour of WH Ireland and the Company, under which that person
agrees to acquire by subscription the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
WH Ireland's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the
close of the ABB detailing the number of Placing Shares to be
issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, WH Ireland may choose
not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. WH Ireland may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time.
9. A bid in the ABB will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will
be legally binding on the Placee on behalf of which it is made and
except with WH Ireland's consent will not be capable of variation
or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland 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
pursuant to the Placing is 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 of WH Ireland under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate the
Placing Agreement".
13. By participating in the Placing, 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.
14. To the fullest extent permissible by law and the applicable
rules of the FCA, neither WH Ireland nor any of its affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise and whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and WH
Ireland and its affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In
particular, neither WH Ireland nor any of its affiliates shall have
any liability (or, to the extent permissible by law, any fiduciary
duties) in respect of WH Ireland's conduct of the Placing.
Conditions of the Placing
WH Ireland's obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
(a) any of the warranties given in the Placing Agreement not
being true or accurate or being misleading at any time between the
date of the Placing Agreement and Admission and no fact or
circumstance having arisen which would render any of those
warranties untrue or inaccurate or misleading in any material
respect if it was repeated as at Admission;
(b) the gross proceeds of the Placing being at least GBP1.1 million;
(c) the passing of the Resolutions (without amendment) by 17
October 2017 or such later time as may be agreed between the
Company and WHI, not being later than the Long Stop Date
(d) the Company allotting the Placing Shares prior to and
conditional only on Admission, in accordance with the terms of the
Placing Agreement;
(e) Admission taking place not later than 8.00 a.m. on 18
October 2017 (or such later time or date as the Company and WH
Ireland may agree, not being later than 8.00 a.m. on the Long Stop
Date); and
(f) the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
terminated in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by WH
Ireland by the respective time or date where specified (or such
later time or date as WH Ireland may agree in writing with the
Company, not being later than 8.00 a.m. on the Long Stop Date);
(ii) any of such conditions becomes incapable of being satisfied;
or (iii) the Placing Agreement is terminated in the circumstances
specified below, 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 the Placee in respect thereof.
WH Ireland may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, 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 condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither WH Ireland nor the Company, nor any of their respective
affiliates, 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 they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of WH
Ireland and the Company.
Right to terminate the Placing Agreement
WH Ireland is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
(a) a material breach by the Company of any of its obligations
under the Placing Agreement and such breach is considered by WH
Ireland to be material and adverse in the context of the
Placing;
(b) any of the warranties given in the Placing Agreement not
being true and accurate or being misleading, in each case in a way
that is material in the context of the Placing in the opinion of WH
Ireland; or
(c) the occurrence of a specified force majeure event, which
WHIL in its reasonable opinion considers to be likely to have an
adverse effect on the financial or trading position or the business
or prospects of the Group which is material in the context of Group
as a whole, or which renders the Placing impracticable or
inadvisable.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by WH Ireland of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of WH Ireland and WH Ireland need not make any
reference to Placees and that neither WH Ireland nor any of its
affiliates shall have any liability to Placees whatsoever in
connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules (the "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or WH Ireland or any other person
and neither WH Ireland, the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placee may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by WH
Ireland, the Company, or their respective officers, directors,
employees or agents.
Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing. Neither
the Company nor WH Ireland are making any undertaking or giving any
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 the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Following the close of the ABB, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation or contract
note in accordance with the standing arrangements in place with WH
Ireland, stating the number of Placing Shares allocated to it at
the Placing Price, the aggregate amount owed by such Placee (in
GBP) and a form of confirmation in relation to settlement
instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by WH Ireland in accordance with the standing CREST
settlement instructions which they have in place with WH
Ireland.
Settlement of transactions in the Placing Shares
(ISIN:GB00B3VF4Y66) following Admission will take place within
CREST provided that, subject to certain exceptions, WH Ireland
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 18 October 2017 in
accordance with the instructions set out in the form of
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with
these obligations, WH Ireland may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for WH Ireland'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 WH Ireland on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on WH Ireland such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which WH Ireland lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither WH Ireland nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following irrevocable
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to WH Ireland (for itself and on
behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by WH Ireland of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of WH Ireland and WH Ireland does not need to 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 or
discretion and each Placee agrees that it has no rights against WH
Ireland 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;
4. that these terms and conditions represent the whole and only
agreement between it, WH Ireland and the Company in relation to its
participation in the Placing and supersede any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement and the Exchange Information. Each Placee agrees that
neither the Company nor WH Ireland nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
5. that 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, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of WH Ireland has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA 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;
6. that neither it nor, as the case may be, its clients expect
WH Ireland to have any duties or responsibilities to it or such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that WH Ireland is not acting for it or its clients, and that
WH Ireland will not be responsible for providing the protections
afforded to customers of WH Ireland or for providing advice in
respect of the transactions described herein;
7. that it is: (i) unless otherwise agreed in writing with WH
Ireland, located outside the United States and is not a US person
as defined in Regulation S under the Securities Act ("Regulation
S") and is subscribing for and/or purchasing the Placing Shares
only in "offshore transactions" as defined in and pursuant to
Regulation S, and (ii) it is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S or by means of any form of "general
solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
8. that 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 and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
9. that, unless specifically agreed with WH Ireland, it is not
and was not acting on a non-discretionary basis for the account or
benefit of a person located within the United States at the time
the undertaking to subscribe for and/or purchase Placing Shares is
or was given and it is not acquiring Placing Shares with a view to
the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any Placing Shares into the United
States and it will not reoffer, resell, pledge or otherwise
transfer the Placing Shares except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the
United States;
10. that it is not a national or resident of Australia, Canada,
Japan, South Africa, Ireland, New Zealand or or a corporation,
partnership or other entity organised under the laws of Australia,
Canada, Japan, the Republic of South Africa, the Republic or
Ireland or New Zealand and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing
Shares in Australia, Canada, Japan, the Republic of South Africa or
or to or for the benefit of any person resident in Canada,
Australia, Japan, the Republic of South Africa, the Republic or
Ireland or New Zealand and each Placee acknowledges that no
clearances or filings have been, nor will they be, obtained or made
from the relevant securities regulatory authority of any province
or territory of Canada, Australia, Japan, the Republic South
Africa, the Republic of Ireland or New Zealand and that the Placing
Shares are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in or into
Australia, Canada, Japan, the Republic South Africa, the Republic
of Ireland or New Zealand;
11. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
12. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
13. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
WH Ireland or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
14. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations under the Placing;
15. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c) to receive on its
behalf any confirmation, contract note or investment letter
relating to the Placing in the form provided to it by WH
Ireland;
16. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
17. that, unless otherwise agreed by WH Ireland, it is a
qualified investor (as defined in section 86(7) of FSMA;
18. that, unless otherwise agreed by WH Ireland, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
20. that any money held in an account with each of WH Ireland
(or its nominee) on its behalf and/or any person acting on WH
Ireland's behalf will not be treated as client money within the
meaning of the rules and regulations of the FCA. Each Placee
further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from WH Ireland's
(or its nominee's) or such person's money in accordance with such
client money rules and will be used by WH Ireland or such person in
the course of its own business and each Placee will rank only as a
general creditor of WH Ireland or such person;
21. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
22. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
23. that it is not relying on any representations or warranties
or agreements by the Company or WH Ireland or by any of their
respective directors, employees or agents or any other person
except as set out in the express terms of this Announcement;
24. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
25. that it appoints irrevocably any director of WH Ireland as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing Shares
or to deliver its Placing Shares into CREST;
26. 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;
27. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH
Ireland nor the Company has considered its particular objectives,
financial situation and needs;
28. that it is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing;
29. that it will indemnify and hold the Company and WH Ireland
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, confirmations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the Company and WH Ireland will rely on the truth and accuracy
of the representations, confirmations, warranties,
acknowledgements, agreements and undertakings herein and, if any of
the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify WH Ireland and the Company. All
representations, confirmations, warranties, acknowledgements,
agreements and undertakings given by the Placee, pursuant to this
Announcement (including this Appendix) are given to WH Ireland for
itself and on behalf of the Company and will survive completion of
the Placing and Admission;
30. that time shall be of the essence as regards obligations pursuant to this Appendix;
31. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or WH Ireland to provide any legal, tax or other advice to
it;
32. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that WH Ireland
shall notify it of such amendments;
33. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering Regulations 2007 and 2017 and
(iii) it is not a person: (a) with whom transactions are prohibited
under the United States Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the US
Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and it has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such subscription or
purchase, and it will provide promptly to WH Ireland such evidence,
if any, as to the identity or location or legal status of any
person which WH Ireland may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by WH Ireland on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be
subscribed for and/or purchased by it or at its direction pursuant
to the Placing being reduced to such number, or to nil, as WH
Ireland may decide in its absolute discretion;
34. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Rules;
35. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect to any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party;
36. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract or agreement,
except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or WH Ireland 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;
37. 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 WH Ireland;
38. that WH Ireland owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
39. that WH Ireland or any of its affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares;
40. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
41. that it has neither received nor relied on any confidential
price sensitive information concerning the Company in accepting its
invitation to participate in the Placing.
The Company and WH Ireland and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements, agreements and
undertakings which are given to WH Ireland for itself and on behalf
of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by WH
Ireland.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor WH Ireland will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom, it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and WH Ireland in the event that either of the
Company and/or WH Ireland has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify WH Ireland
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. WH Ireland shall notify the
Placees and any person acting on behalf of a Placee of any
changes.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation, warranty or
undertaking 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 WH Ireland or by any of its affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEAFNPASNXEAF
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September 29, 2017 02:03 ET (06:03 GMT)
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