TIDMPCA
RNS Number : 0961R
Palace Capital PLC
19 September 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX DO NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
PITVOT CAPITAL PLC OR INTO ANY OTHER JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
Palace Capital plc
("Palace Capital" or the "Company")
Acquisition of R.T. Warren (Investments) Limited
Placing and Open Offer to raise GBP70 million
Palace Capital, the property investment company that focuses on
commercial property outside London, is pleased to announce that it
has conditionally agreed to acquire the entire issued share capital
of R.T. Warren (Investments) Limited ("RT Warren"), for a total
cash consideration of GBP53.3 million, subject to adjustment (the
"Acquisition"). In addition, a bank loan of GBP14.5 million is
being retained by RT Warren. To finance the Acquisition, the
Company is proposing to undertake a placing to raise GBP70 million
(the "Placing"), of which GBP4.3 million is subject to clawback
under an open offer to Qualifying Shareholders (the "Open Offer")
(together the "Placing and Open Offer").
Acquisition highlights:
-- RT Warren owns a portfolio of 21 commercial properties, comprised of 15 office buildings, 4 predominantly retail properties and 2 industrial holdings. Over 90 per cent of the commercial properties are located in the Home Counties of England.
-- RT Warren also owns 65 residential properties predominately
located around the London Borough of Hillingdon. It is the
Company's intention to sell the residential assets, subject to
being able to achieve an acceptable price.
-- RT Warren has GBP14.5 million of debt from Barclays and it is
currently intended that this will remain in place following
completion of the Acquisition.
-- The properties in the RT Warren Portfolio have been
individually valued on an open market and fair value basis by
Cushman & Wakefield at GBP71.8 million.
-- The Acquisition is conditional on, inter alia, the completion
of the Placing and the passing of certain resolutions at a general
meeting, further details of which are set out below.
Placing and Open Offer highlights:
-- To finance the Acquisition, the Company is raising a total of
GBP70 million (before expenses), comprising a firm placing to raise
GBP65.7 million and a conditional placing, subject to clawback
under an Open Offer, to raise an additional GBP4.3 million. The
Placing and Open Offer have been arranged by Arden, acting as Lead
Broker and Bookrunner, and Allenby Capital, acting as Joint
Broker.
-- The Placing is to be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will commence
immediately following this Announcement in accordance with the
terms and conditions set out in the Appendix to this
Announcement.
-- Completion of the Placing and the Open Offer are subject,
inter alia, to Shareholder approval of certain resolutions to
enable the issue of the New Ordinary Shares, which will be sought
at a General Meeting of the Company expected to be held at 10.00
a.m. on 6 October 2017.
-- The New Ordinary Shares issued pursuant to the Placing and
Open Offer will qualify for an interim dividend of 9.5 pence per
Ordinary Share payable on 29 December 2017, to Shareholders on the
register on 8 December 2017.
-- A Circular containing further details of the Placing and the
Open Offer and including a notice convening the General Meeting is
expected to be despatched to Shareholders following completion of
the Bookbuild and will thereafter be available on the Company's
website at www.palacecapitalplc.com.
-- Open Offer to Qualifying Shareholders on the basis of 1 New
Ordinary Share for every 20 Existing Ordinary Shares held on the
Record Date.
Neil Sinclair, Chief Executive of Palace Capital, commented:
"RT Warren represents the most exciting portfolio offered to
Palace Capital for over 2 years. We consider the location of the
commercial properties to be complementary to our existing
portfolio, as well as being located in regions of the UK that are
experiencing a shortage of both industrial and office space, the
latter being due to Permitted Development Rights. We consider that
there is a significant opportunity for considerable rental growth
from this portfolio.
"Previously we had indicated our intention to move to the
Official List of the London Stock Exchange and I am very pleased to
say that we will commence this process once this transaction
completes."
Expected timetable: 2017
Record date for entitlements 15 September
under the Open Offer
Announcement of the Placing and 7.00 a.m. on 19
Open Offer; Bookbuild commences September
Publication of the Circular, 19 September
the Application Form and Form
of Proxy
Ex-entitlement date for the Open 8.00 a.m. on 19
Offer September
Latest time and date for receipt 10.00 a.m. on
of completed Forms of Proxy and 4 October
receipt of electronic proxy appointments
via the CREST system for the
General Meeting
General Meeting 10.00 a.m. on
6 October
Announcement of results of General 6 October
Meeting and Open Offer
Admission and commencement of 8.00 a.m. on 9
dealings in the New Ordinary October
Shares on AIM
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to Shareholders by an announcement on a Regulatory Information
Service. The circular will contain further details of the expected
timetable for the Acquisition, Placing and Open Offer, General
Meeting and Admission.
Further information on the Acquisition, Placing and Open Offer
and Admission is included in the section headed 'Additional
Information' below. Attention is also drawn to the section headed
'Important Information' of this Announcement and the terms and
conditions of the Placing (representing important information for
Placees only) in the Appendix to this Announcement.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in connection with the
Placing as a result of which certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received such inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
19 September 2017
For further information please contact:
Palace Capital plc
Neil Sinclair, Chief Executive
Stephen Silvester, Finance Director
Tel. +44 (0)20 3301 8331
Allenby Capital Limited (Nominated Adviser and Joint Broker)
Nick Naylor / James Reeve / Asha Chotai
Tel. +44 (0)20 3328 5656
Arden Partners plc (Lead Broker and Bookrunner)
Chris Hardie / Ciaran Walsh
Tel. +44 (0)207 614 5900
Capital Access Group (Financial PR)
Scott Fulton
Tel. +44 (0)20 3763 3400
About Palace Capital plc (www.palacecapitalplc.com):
Palace Capital is a UK property investment company admitted to
trading on the AIM Market of the London Stock Exchange (LSE: PCA).
The Company is not sector specific and looks for opportunities
where it can enhance the long-term income and capital value through
asset management and strategic capital development in locations
outside London. In its last reported financial year, Palace Capital
produced a 20.0% increase in adjusted profit before tax, a 7.0%
uplift in EPRA NAV per share and a 16.0% increase in dividends.
ADDITIONAL INFORMATION
1. INTRODUCTION
On 18 September 2017, the Company entered into a conditional
agreement to acquire the entire issued share capital of RT Warren.
The consideration payable by the Company in cash for all of the
issued shares of RT Warren is GBP53.3 million, subject to
adjustment based on a cash free, debt free completion balance
sheet. It is the Company's current intention to retain the existing
bank loan of approximately GBP14.5 million from Barclays to RT
Warren.
RT Warren owns a portfolio of 21 commercial properties, over 90
per cent. of which are located in the Home Counties of England, and
65 residential properties predominately located in the London
Borough of Hillingdon. The RT Warren portfolio is comprised of 15
office buildings, 4 predominantly retail properties, 2 industrial
holdings and 65 residential units. The properties in the portfolio
have been individually valued on an open market and fair value
basis by Cushman & Wakefield at GBP71.8 million pursuant to the
Valuation Report. A summary of the properties in the RT Warren
Portfolio is contained below.
To finance the Acquisition and (if necessary) to provide
sufficient funds to repay the Barclays Loan, the Board has
announced a fundraising to raise a total of GBP70 million (before
expenses), comprising; i) a Firm Placing to raise GBP65.7 million;
and ii) a Conditional Placing, subject to clawback under an Open
Offer, to raise an additional GBP4.3 million. The Placing and the
Open Offer are being arranged by Arden and Allenby Capital. The
Placing is not being underwriten.
The Open Offer provides Qualifying Shareholders with an
opportunity to participate in the proposed issue of New Ordinary
Shares at the Issue Price.
Dividend forecast
The Company announces that it is proposing to pay an interim
dividend of 9.5 pence per Ordinary Share on 29 December 2017 to
Shareholders on the register on 8 December 2017. The New Ordinary
Shares will rank for the interim dividend. Following this, the
Company is proposing to commence the payment of a quarterly
dividend. Further details on the variation to the dividend policy
is set out below.
2. INFORMATION ON RT WARREN
RT Warren was established in 1935 to focus on development of
commercial assets and residential dwellings in the South East of
England. It was originally formed to hold residential houses built
by the then construction company but in 1980 RT Warren ceased its
construction activities and has since expanded to hold commercial
and residential units.
The RT Warren portfolio contains 21 commercial properties,
comprised of 15 office buildings, 4 mainly retail properties and 2
industrial holdings as well as 65 residential properties. The
portfolio has been valued, on an open market and fair value basis,
by Cushman & Wakefield at GBP71.8 million pursuant to the
Valuation Report. The current total annual income of the portfolio
is circa GBP3.7 million.
RT Warren's commercial assets include offices, retail units and
industrial units and are a mix of purpose built and converted
buildings. The properties total 255,374 sq ft and are spread over
fourteen geographical locations. The entire commercial portfolio is
held freehold and currently comprises 21 assets. 58 leases have
been granted on these properties. Approximately 80 per cent. of RT
Warren's income is attributable to the commercial portfolio, which
equates to approximately GBP2.9 million per annum at an average of
only GBP11.45 per sq ft which the Directors consider to be low. In
the Directors' view, this is capable of significant growth in the
medium term. The commercial portfolio has a vacancy rate of 14.7
per cent. with an average ownership period of 23 years. The
commercial portfolio has a WAULT of 4.5 years to break and 6.1
years to expiry. The Company considers some of the commercial
assets to have potential for alternative use, subject to the
relevant planning consents.
The residential assets are comprised of 61 houses and four flats
in 9 locations. The residential portfolio has close to 100 per
cent. occupancy with a current gross income of GBP0.8 million per
annum, representing 20 per cent. of RT Warren's annual income. 80
per cent. of the residential dwellings are located in the London
Borough of Hillingdon.
RT Warren currently has a facility of GBP14,515,500 with
Barclays (pursuant to the Barclays Facility Agreement) at a margin
of 1.95 per cent. over Libor, which expires on 31 January 2018. It
is the Company's current intention that the Barclays Loan will
remain in place following completion of the Acquisition. The
Company intends to renew it if satisfactory terms can be agreed
with Barclays.
Prior to completion of the Acquisition, RT Warren's seven
employees (comprising the six current directors and the company
secretary) will either resign or be made redundant and will all
enter into settlement agreements under which they will waive any
employment claims they may have against RT Warren. Any associated
costs will fall on the Sellers rather than the Company.
As at 31 March 2017, RT Warren had net assets of GBP58.9
million, principally represented by property assets of GBP77.0
million and the Barclays Loan of GBP14.5 million. Rental income for
the year ended 31 March 2017 was GBP3.6 million and profit after
tax was GBP5.3 million, after administrative costs of GBP0.6
million, which are not expected to continue after completion of the
Acquisition.
3. BACKGROUND TO AND REASONS FOR THE ACQUISITION AND PLACING
Background
The Company's strategy is focused on maximising shareholder
returns through carefully selected corporate and direct property
acquisitions in key regional UK towns and cities, enhancing
sustainable recurring income through active asset management and
generating capital growth through refurbishment and development
opportunities. The Directors seek to provide attractive income
returns for Shareholders through the Company's progressive dividend
policy, as well as through capital growth.
Summary of the Company's portfolio activity
On 21 October 2013, the Company completed the acquisition of the
Sequel Portfolio (which comprised 24 properties around the UK) from
Quintain Ltd and Buckingham Properties Limited for a consideration
of GBP39.25 million. At the time of this acquisition the properties
in the Sequel Portfolio had an aggregate market value of GBP44.2
million, with a net rent receivable of GBP5.2 million per annum.
The Board has undertaken a programme of active management and as at
31 March 2017 (the Company's last year end) the Company had
completed the sale of seven properties from the Sequel Portfolio,
at sale prices either at or above book value. As at 31 March 2017,
the remaining Sequel Portfolio was independently valued at GBP66.9
million and the annual net rent receivable was GBP3.98 million
reflecting disposals and the intentional vacancies at Hudson House
in York.
Since the completion of the acquisition of the Sequel Portfolio,
the Company has remained active in acquiring assets which are in
line with the Company's strategy to focus on the UK secondary
property market outside London.
On 26 August 2014, the Company completed the acquisition of the
PIH Portfolio, for a consideration of GBP32.0 million. At the time
of the acquisition of the PIH Portfolio, PIH held 17 properties
split into 55 individual units. Since the acquisition of PIH, the
Company has sold part of two properties for GBP2.58 million either
at or above book value. As at 31 March 2017, the remaining
properties in the PIH Portfolio were valued at GBP37.8 million and
the annual net rent receivable was GBP2.62 million.
Since completing the acquisition of the PIH Portfolio the
Company has completed the following acquisitions:
-- Bank House, Leeds, for a consideration of GBP10.0 million (1 April 2015);
-- Sol Central, Northampton, for a consideration of GBP20.7 million (17 June 2015);
-- 46-54 High Street, Sutton, for a consideration of GBP3.9 million (17 August 2015);
-- 249 Midsummer Boulevard, Milton Keynes, for a consideration
of GBP7.2 million (29 February 2016);
-- Broad Street Plaza, Halifax, for a consideration of GBP24.18 million (14 March 2016);
-- Boulton House, Manchester, for a consideration of GBP10.95 million (22 August 2016); and
-- St James Gate, Newcastle, for a consideration of GBP20.0 million (6 August 2017).
Following the transactions set out above and as at 18 September
2017, the loan to value on the Company's portfolio net of cash was
43 per cent.
Reasons for the Acquisition
In the opinion of the Directors, the South, the South East and
South West of England is experiencing a shortage of quality office
space as a result of the recent changes to permitted development
rights, which allows the change of use of a building from offices
to residential without the requirement for planning permission.
This has resulted in an increase in the rental incomes achievable
in these regions. A report by BNP Paribas Real Estate predicts that
average rents will grow faster in the South-East office market over
the next two years than in both London and the rest of the UK as a
result of such shortages.
The Directors consider the RT Warren Portfolio to be an
attractive portfolio of good quality commercial properties, which
the Directors believe have historically been undermanaged. The
Directors believe there to be an opportunity to improve the rental
income on the portfolio through applying the Company's brand of
active management. There may also be opportunities to enhance
certain of the assets within the portfolio by applying for planning
permission for a change of use. They further consider that the RT
Warren Portfolio is complementary to the Company's existing
portfolio, due to approximately 50 per cent. of the Company's
assets being in the South and South West of England.
Following completion of the Acquisition, the Directors will
review the strategy for the residential portfolio. Whilst it is
intended that the Company's focus will remain on commercial
property, any sale of the residential assets will only be done at a
price that is acceptable to the Board. Subject to this being
achievable, the Company will seek to sell the residential assets in
the RT Warren Portfolio by the end of Summer of 2018. Any sale of
residential assets would provide the Company with further funding
to pursue additional acquisition opportunities in line with the
Company's stated criteria.
Following completion of the Acquisition, it is expected that the
Company's pro forma loan to value net of cash will be under 35 per
cent.
Reasons for the Placing and Open Offer
The Company is undertaking the Placing and the Open Offer to
finance the Acquisition and (if necessary) to provide sufficient
funds to repay the Barclays Loan. The Company is undertaking an
Open Offer to ensure that Existing Shareholders are given an
opportunity to participate in the proposed issue of New Ordinary
Shares at the Issue Price.
4. CURRENT TRADING
Subsequent to its financial year ended 31 March 2017, the
Company has announced the following developments:
-- the acquisition of SM Newcastle OB Ltd, now Palace Capital
(Newcastle) Ltd, for a consideration of GBP20 million, which owns
the freeholds of 1, 2, & 3 St James' Gate, Newcastle-upon-Tyne
as well as the Jury's Inn Newcastle-upon-Tyne;
-- securing planning consent for the redevelopment of the
two-acre Hudson House site in York close to the Railway Station to
provide a total net area of 132,800 sq ft including 34,000 sq ft of
offices, 5,000 sq ft of other commercial and 127 apartments;
-- conclusion of the first letting at Boulton House, Chorlton
Street, Manchester following completion of the building's
refurbishment. The Company acquired Boulton House in August 2016
and subsequently embarked on a scheme of refurbishment on the
common parts and 18,000 sq ft of vacant offices which was completed
in February 2017; and
-- the sale of the long leasehold interest in Stratton House,
Bristol, for a consideration of GBP2.25 million, equivalent to
current book value.
The Board, which will continue to actively manage the Company's
properties, believes there are further opportunities to increase
Shareholder value and considers that current trading for the year
ending 31 March 2018 is in line with management's expectations.
The Directors have previously announced the intention for the
Company to join the Official List of the London Stock Exchange. The
Directors intend to commence this process following completion of
the Transaction.
5. VARIATION TO DIVID POLICY - DIVID FORECAST
In respect of the financial year ended 31 March 2017, the
Company paid an interim dividend of 9 pence per share on 30
December 2016 and a final dividend of 9.5 pence per share on 28
July 2017 making a total dividend for the year of 18.5 pence. The
Company remains committed to its brand of active asset management
and is confident that it will be able to grow its income which will
support its progressive dividend policy.
The Directors have undertaken a review of the current dividend
policy and the Directors have decided that it is appropriate for
the Company to move to a quarterly dividend. The Company intends to
pay an interim dividend of 9.5 pence on 29 December 2017, payable
to those Shareholders on the register as at 8 December 2017. The
New Ordinary Shares issued pursuant to the Placing and the Open
Offer will rank for the interim dividend. Following this payment,
the Company will switch to quarterly payments, with the first
quarterly dividend being paid in April 2018 in respect of the
quarter to 31 March 2018.
6. DETAILS OF THE ACQUISITION AGREEMENT
On 18 September 2017, the Company entered into the Acquisition
Agreement with the Sellers to acquire the entire issued share
capital of RT Warren (subject to Admission and certain other
conditions). The consideration payable is GBP53.3 million (subject
to adjustment in accordance with the terms of the Acquisition
Agreement), to be satisfied in cash within three Business Days of
Completion and is subject to retentions. The consideration will be
decreased on a pound for pound basis to the extent that the net
assets of RT Warren are less than GBP53.3 million and a further sum
will be paid by the Company on a pound for pound basis to the
extent the net assets of RT Warren are more than GBP53.3
million.
Completion of the Acquisition is conditional on:
-- certain of the Resolutions being passed (without material amendment) by 6 October 2017;
-- the Placing and Open Offer Agreement not being terminated and
becoming unconditional in accordance with its terms (save for any
condition relating to Admission, the allotment of the Placing
Shares and the Acquisition Agreement becoming unconditional or
being completed); and
-- Admission occurring by 8.00 a.m. on 9 October 2017 (or such
later date as the Company and the Sellers' Representative may
agree, not being later than 27 October 2017).
In addition, the Company is entitled to terminate the
Acquisition Agreement in certain circumstances, including inter
alia if, at any time before Completion, there is any breach of any
of the warranties which is material in the context of the purchase
by the Company of RT Warren or if anything occurs which has, or
might reasonably be expected to have, a material adverse effect on
the financial or trading position, operations or prospects of RT
Warren.
Each of the Sellers has provided customary warranties as to
title, capacity and solvency (the "Fundamental Warranties") with
respect to himself/herself and his/her shares in RT Warren. The
Majority Sellers have, in addition, provided customary warranties
(the "Business Warranties") and a customary tax covenant
(containing tax warranties) with regard to RT Warren and the
properties being acquired.
The maximum liability of the Sellers with respect to the
Fundamental Warranties, Business Warranties and the tax covenant
(including tax warranties) is GBP1 and the Company's recourse in
the event of a claim for breach of such warranties or under the tax
covenant will be under the W&I Policy.
The W&I Policy has an aggregate limit of GBP10.5 million and
retention of nil. It covers claims for breach of the Fundamental
Warranties, Business Warranties and under the tax covenant. The
time limit for notification of claims under the W&I Policy is
(in respect of the Business Warranties) two years from Completion
and (in respect of the Fundamental Warranties and claims under the
tax covenant) seven years from Completion.
7. DETAILS OF THE PLACING AND OPEN OFFER
The Company is proposing to raise GBP70 million (before
expenses) pursuant to the Placing and Open Offer. The Placing will
be conducted by the Company in accordance with the terms and
conditions set out in the Appendix to this Announcement. The
Placing is being conducted through an accelerated bookbuilding
process which will commence immediately following this
Announcement.
The Bookbuild will determine final demand for and participation
in the Placing. The Bookbuild is expected to close not later than
4.30 p.m. (London) today, 19 September 2017, but may be closed at
such earlier or later time as Arden may after consultation with
Allenby Capital, in its absolute discretion, determine. The
allocations will be determined at the absolute discretion of Arden
after consultation with Allenby Capital and will be confirmed
orally or by email by Arden following the close of the Bookbuild. A
further announcement will be made following the completion of the
Bookbuild (the "Bookbuild Announcement").
Certain directors of the Company have indicated that they intend
to participate in the Placing. In addition, the Company will,
today, be issuing Ordinary Shares to certain Directors under the
Company's LTIP and granting options under the Company's deferred
bonus scheme shortly following the publication of this
announcement. Further details will be announced in the Bookbuild
Announcement.
The Appendix (which forms a part of this Announcement) contains
the detailed terms and conditions of the Placing.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Allenby Capital or Arden or by any of their respective affiliates
or agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing
Shares and Offer Shares have not been, and will not be, registered
under the United States Securities Act of 1933 as amended or
qualified for sale under the laws of any state of the United States
or under the applicable laws of any of Canada, Australia, the
Republic of South Africa, Japan or New Zealand and, subject to
certain exceptions, may not be offered or sold in the United States
or to, or for the account or benefit of, US persons (as such term
is defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa, Japan or New Zealand.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions other
than the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, the Republic of
South Africa, Australia, Japan or New Zealand. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules for Companies.
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 Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Allenby Capital Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting as nominated adviser and
joint broker to the Company for the purposes of the AIM Rules for
Companies in connection with the Placing and the Open Offer and, as
nominated advisor, its responsibilities are owed solely to the
London Stock Exchange and are not owed to the Company and the
Directors or to any other person or entity. Allenby Capital Limited
will not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby Capital
Limited or for providing advice to any other person in connection
with the Placing and the Open Offer or any acquisition of shares in
the Company. Allenby Capital Limited is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Allenby Capital Limited has not authorised
the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by Allenby Capital Limited for the
accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.
Arden Partners plc, which is authorised and regulated by the FCA
in the United Kingdom, is acting as lead broker and bookrunner to
the Company in connection with the Placing and Open Offer. Arden
Partners plc will not be responsible to any person other than the
Company for providing the protections afforded to clients of Arden
Partners plc or for providing advice to any other person in
connection with the Placing and the Open Offer or any acquisition
of shares in the Company. Arden Partners plc is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Arden Partners plc has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Arden Partners plc for the accuracy of
any information or opinions contained in this Announcement or for
the omission of any material information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this Announcement (which forms part of 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 (including the Appendix) 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.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
SUMMARY OF THE RT WARREN PORTFOLIO
The following data has been extracted from the Valuation Report
completed by Cushman & Wakefield in respect of the RT Warren
Portfolio, as at 18 August 2017.
Property Tenure Market value
in Valuation
Report (GBP)
BANBURY: Units 1&2 Thorpe Freehold GBP780,000
Drive
BANBURY: Queensway Shopping Freehold GBP1,150,000
Centre
BEACONSFIELD: Old Post Freehold GBP1,200,000
House
BEACONSFIELD: Millbarn Freehold GBP850,000
Medical Centre
BRIGHTON: Pelham House Freehold GBP1,200,000
FAREHAM: Admiral House Freehold GBP950,000
GERRARDS CROSS: Westminster Freehold GBP1,300,000
House
GOSPORT: Aldi Supermarket Freehold GBP4,700,000
ICKENHAM: 2-4 High Road Freehold GBP650,000
PORTSMOUTH: Harbour Court Freehold GBP4,660,000
SOUTHAMPTON: Briton House Freehold GBP4,350,000
SOUTHAMPTON: London Court Freehold GBP1,500,000
SOUTHAMPTON: Kings Park Freehold GBP4,000,000
House
THAME: Warren House Freehold GBP850,000
UXBRIDGE: 122-123 High Freehold GBP1,500,000
Street
UXBRIDGE: Old School House Freehold GBP1,350,000
VERWOOD: 25 & 27 Black Freehold GBP6,100,000
Moor Road
WINCHESTER: Staple House Freehold GBP3,925,000
WINCHESTER: Regency House Freehold GBP1,700,000
WINCHESTER: Hyde Abbey Freehold GBP1,250,000
House
YORK: Lendal/Museum Street Freehold GBP4,500,000
Total (commercial assets) GBP48,465,000
65 residential properties Freehold/Leasehold GBP23,342,500
Total GBP71,807,500
The aggregate estimated rental value in relation to the
commercial assets is GBP3,606,065 per annum and the aggregate
estimated rental value in relation to the residential properties is
GBP934,780 per annum. Thus, the aggregate estimated rental value in
relation to the entire RT Warren portfolio is GBP4,540,845 per
annum.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition" the proposed acquisition by the
Company of the entire issued share
capital of RT Warren
"Act" the Companies Act 2006 (as amended)
"Admission" admission to trading on AIM of
the New Ordinary Shares becoming
effective in accordance with Rule
6 of the AIM Rules
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules for the AIM Rules for Companies, as
Companies" published and amended from time
to time by the London Stock Exchange
"Allenby Capital" Allenby Capital Limited, a private
limited company incorporated in
England & Wales under registered
number 06706681 and having its
registered office at 5 St. Helen's
Place, London EC3A 6AB, the Company's
nominated adviser and joint broker
for the purposes of the Placing,
Open Offer, and Admission
"Announcement" this announcement, including the
Appendix
"Appendix" the appendix to this Announcement
"Application the application form on which Qualifying
Form" Non-CREST Shareholders may apply
for Ordinary Shares under the Open
Offer
"Arden" Arden Partners plc, a public limited
company incorporated in England
& Wales under the registered number
04427253 and having its registered
office at 5 George Road, Edgbaston,
Birmingham B15 1NP, the Company's
lead broker and bookrunner for
the purposes of the Open Offer,
Placing and Admission
"Articles" the articles of association of
the Company (as amended from time
to time)
"Barclays" Barclays Bank plc
"Barclays Loan" a GBP14,515,500 loan facility with
Barclays
"Board" or the directors of the Company or
"Directors" any duly authorized committee thereof
"certificated" where an Ordinary Share is not
or "in certificated in uncertificated form (i.e. not
form" in CREST)
"Circular" the circular in relation to the
Placing and Open Offer to be dispatched
to Shareholders
"Chairman" the chairman of the Board
"Company" or Palace Capital plc
"Palace Capital"
"Conditional subscribers for Conditional Placing
Placees" Shares
"Conditional the placing of new Ordinary Shares
Placing" by Arden and Allenby Capital on
behalf of the Company as referred
to in this announcement
"Conditional 1,257,354 of the New Ordinary Shares,
Placing Shares" the subject of the Conditional
Placing
"Conditions" the conditions of the Placing as
set out in the Appendix to this
Announcement
"CREST" the relevant system for the paperless
settlement of trades and the holding
of uncerti cated securities operated
by Euroclear UK & Ireland Limited
in accordance with the CREST Regulations
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any
enactment or subordinate legislation
which amends or supersedes those
regulations and any applicable
rules made under those regulations
or any such enactment or subordinate
legislation for the time being
in force
"DVP" delivery versus payment
"Ex-entitlement the date on which the Existing
Date" Ordinary Shares are marked "ex"
for entitlement under the Open
Offer, being 19 September 2017
"Existing Ordinary the Ordinary Shares in issue at
Shares" the date of this Announcement
"FCA" the Financial Conduct Authority
of the United Kingdom
"Firm Placees" subscribers for Firm Placing Shares
"Firm Placing" the placing of new Ordinary Shares
by Arden and Allenby Capital on
behalf of the Company as referred
to in this announcement
"Firm Placing 19,330,882 of the New Ordinary
Shares" Shares the subject of the Firm
Placing
"Form of Proxy" the form of proxy for use by Shareholders
in relation to the General Meeting
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"General Meeting" the general meeting of the Company
to be convened for 10.00 a.m. on
6 October 2017 or any adjournment
thereof in order to consider, and
if thought fit pass, the Resolutions
"Group" the Company and its Subsidiaries
(as defined in the Act)
"Issue Price" 340 pence per New Ordinary Share
"LTIP" the Palace Capital Long Term Incentive
Plan
"London Stock London Stock Exchange plc
Exchange"
"Notice of General the notice convening the General
Meeting" Meeting set out in the Circular
"New Ordinary the Placing Shares and the Offer
Shares" Shares
"Offer Shares" the 1,257,354 new Ordinary Shares
being made available to Qualifying
Shareholders pursuant to the Open
Offer
"Open Offer" the conditional invitation made
to Qualifying Shareholders to apply
to subscribe for new Ordinary Shares
at the Issue Price on the terms
and subject to the conditions set
out in the Circular and, where
relevant, in the Application Form
"Ordinary Shares" ordinary shares of 10 pence each
in the capital of the Company in
issue from time to time
"Overseas Shareholders" a Shareholder with a registered
address outside the United Kingdom
"pence" pence sterling, the lawful currency
of the UK
"Placees" the Firm Placees and the Conditional
Placees
"Placing" the placing by Arden and Allenby
Capital on behalf of the Company
of the Firm Placing Shares and
Conditional Placing Shares with
certain institutional investors
and existing Shareholders, otherwise
than on a pre-emptive basis, at
the Issue Price
"Placing Agents" mean together, Allenby Capital
as joint broker and Arden as lead
broker and book runner for the
purposes of the Placing and Open
Offer, and each a Placing Agent
"Placing Shares" the 20,588,236 new Ordinary Shares
the subject of the Placing
"Prospectus Directive" the Directive of the European Parliament
and of the Council of the European
Union 2003/71/EC
"PTM levy" a flat rate charge of GBP1.00 on
all share trades in excess of GBP10,000
"Qualifying Non-CREST Qualifying Shareholders holding
Shareholders" Existing Ordinary Shares in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares
on the register of members of the
Company at the Record Date (but
excluding any Overseas Shareholder
who has a registered address in
the United States or any other
Restricted Jurisdiction)
"Record Date" 6.00 p.m. on 15 September 2017
being the latest time by which
transfers of Existing Ordinary
Shares must be received for registration
by the Company in order to allow
transferees to be recognised as
Qualifying Shareholders
"Regulation S" Regulation S under the Securities
Act
"Resolutions" the resolutions to be proposed
at the General Meeting, which will
be set out in the Notice of General
Meeting; references to numbered
Resolutions are those as numbered
in the Notice of General Meeting
"Restricted Jurisdiction" United States of America, Canada,
Australia, Japan, New Zealand and
the Republic of South Africa and
any other jurisdiction where the
extension or availability of the
Placing or Open Offer would breach
any applicable law
"Regulatory Information has the meaning given to it in
Service" the AIM Rules for Companies
"RT Warren" R.T. Warren (Investments) Limited,
a company incorporated in England
& Wales and with company number
00305050
"Securities Act" US Securities Act of 1933 (as amended)
"Shareholders" the holders of Existing Ordinary
Shares, and the term "Shareholder"
shall be construed accordingly
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland
"United States" the United States of America, its
or "US" territories and possessions, any
state of the United States of America
and the District of Columbia and
any other area subject to its jurisdiction
"GBP" UK pounds sterling, being the lawful
currency of the United Kingdom
APPIX
TERMS AND CONDITIONS OF THE PLACING
(IMPORTANT INFORMATION FOR PLACEES ONLY CONCERNING THE PLACING
AND ASSOCIATED OPEN OFFER)
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW
ZEALAND OR ANY OTHER JURISDICTION IN OR INTO WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY ARDEN
PARTNERS PLC ("ARDEN") WHO ARE (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN
ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMED FROM TIME TO TIME
AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY
MEMBER STATE (THE "PROSPECTUS DIRECTIVE") AND (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 ("FSMA")
OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS.
The Placing Shares have not been and will not be registered
under 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, 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 (as defined below) is being
made solely outside the United States to persons in offshore
transactions (as defined in Regulation S) meeting the requirements
of Regulation S. 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 an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, the Republic of South
Africa or New Zealand or any other jurisdiction where the extension
or availability of the Placing would breach applicable law (a
"Restricted Jurisdiction"). This Announcement and the information
contained herein are 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
Palace Capital plc, Arden or Allenby Capital or any of their
affiliates or agents 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 such restrictions.
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.
Arden and Allenby Capital which are each authorised and
regulated in the United Kingdom by the FCA are each acting
exclusively for the Company and no one else in connection with the
Placing and the Open Offer and Admission and will not regard any
other person (whether or not a recipient of this document as a
client in relation to the Placing, the Open Offer or Admission, and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or
for affording advice in relation to the Placing, the Open Offer,
Admission or any other matters referred to in this document.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral and/or written legally binding offer to
subscribe for Placing Shares is deemed to have read and understood
this Announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
A Circular explaining the background to and reasons for the
Placing and the Open Offer, making the Open Offer and containing
the Notice of General Meeting is expected to be posted to
shareholders following the close of the Bookbuilding Process. A
copy of the Circular and the Notice of General Meeting will
thereafter be made available on the Company's website:
www.palacecapital.com.
Details of the Placing and Open Offer Agreement and the New
Ordinary Shares
Arden is acting as lead broker and bookrunner and Allenby
Capital is acting as joint broker for the purposes of the Placing
and the Open Offer and have entered into the Placing and Open Offer
Agreement with the Company under which they have severally agreed
to use their respective reasonable endeavours to procure Placees to
subscribe for New Ordinary Shares in the Placing and to assist the
Company in implementing the Open Offer, in each case, on the terms
and subject to the conditions set out therein. The Placing Agents
are acting as agents of the Company and for no one else in
connection with the Placing and the Open Offer
The Placing comprises a firm placing of 19,330,882 New Ordinary
Shares (the "Firm Placing Shares") and the conditional placing of
1,257,354 New Ordinary Share, subject to clawback to satisfy valid
applications under the Open Offer (the "Conditional Placing
Shares"). The commitments of Placees under the Placing will
comprise both Placing Shares (the "Firm Placing") and Conditional
Placing Shares (the "Conditional Placing"). Subject to fulfilment
or, where applicable, waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under the "Right to
terminate" Conditional Placing Shares which are not clawed back to
satisfy valid applications under the Open Offer will be issued to
Placees pursuant to the Conditional Placing.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, credited as fully paid and rank pari
passu in all respects with each other and with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to AIM. Subject to the satisfaction
of the Conditions, it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM at 8.00
a.m. on 9 October 2017.
Bookbuild
Commencing today, the Placing Agents, as agents of the Company
will be conducting an accelerated bookbuilding process (the
"Bookbuilding Process") to determine demand for participation in
the Placing by Placees. This Appendix gives details of the terms
and conditions of, and the mechanics of participation in, the
Placing. However, the Placing Agents, in consultation with the
Company, will be entitled to affect the Placing by such alternative
method to the Bookbuilding Process as they may determine in their
absolute discretion. 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 are Relevant Persons and who may
lawfully be, and are, invited to participate by either of the
Placing Agents. The Placing Agents and each of their Affiliates are
entitled to participate as Placees in the Bookbuilding Process.
The book for the Placing will open with immediate effect. The
Bookbuilding Process is expected to close not later than 4.30 p.m.
(London) today, but may be closed at such earlier or later time as
Arden may after consultation with Allenby, in its absolute
discretion, determine. A further announcement will be made
following the close of the Bookbuilding Process detailing the
results of the Bookbuilding Process, the despatch of the Circular
and the making of the Open Offer.
A bid in the Bookbuilding Process may only 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 Arden's
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 Arden or Allenby. Arden will contact and confirm orally to
successful 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. Arden's oral
confirmation of the size of allocations and each Placee's oral
commitments to accept the same will constitute an irrevocable
legally binding agreement in favour of the Company pursuant to
which each such Placee will be required to accept the number of
Placing Shares allocated to the Placee at the Issue 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 to such Placee by Arden. The terms of this
Appendix will be deemed incorporated in that trade
confirmation.
The Placing Agents 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 Placing Agent also reserves 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 Arden after consultation with Allenby.
Following the oral confirmation referred to above, each Placee
will have, subject only to any clawback of Conditional Placing
Shares under the Conditional Placing an immediate, separate,
irrevocable and binding obligation, owed to Arden to pay to Arden
(or as Arden may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares
allocated to such Placee.
To the fullest extent permissible by law, none of the Company,
the Placing Agents, any of their Affiliates 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 the Company, the Placing Agents nor any of
their Affiliates or any person acting on their behalf shall have
any liability (including, to the extent legally permissible, any
fiduciary duties), in respect of the conduct of the Bookbuilding
Process or of such alternative method of effecting the Placing as
the Placing Agents, in consultation with the Company may in their
sole discretion determine.
All obligations of the Placing Agents under the Placing will be
subject to fulfilment of the Conditions.
Conditions of the Placing
The Placing has not been underwritten and is conditional, inter
alia, upon:
(a) the passing of certain Resolutions at the General Meeting or any adjournment thereof;
(b) the Acquisition Agreement becoming unconditional in all respects save in respect of any interconditionality with the Placing and Open Offer Agreement and Admission;
(c) the Placing and Open Offer Agreement becoming unconditional
in all respects (other than Admission) and not having been
terminated in accordance with its terms; and
(d) Admission occurring by not later than 8:00 a.m. 9 October
2017 (or such later time and/or date as the Company and the Placing
Agents may agree, being not later than 8:00 a.m. on 27 October
2017.
Accordingly, if the conditions to which the Placing is subject
are not satisfied or, if applicable, waived neither the Placing nor
the Open Offer will proceed, 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. Neither the Company, the Placing Agents, nor any of their
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 as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to which
the Placing is subject.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate".
Right to terminate
The Placing and Open Offer Agreement contains certain warranties
and indemnities from the Company in favour of the Placing Agents.
The Placing Agents may, in their absolute discretion terminate the
Placing and Open Offer Agreement in certain circumstances, if,
inter alia, the Company fails to comply with its obligations under
the Placing and Open Offer Agreement; if there is a material
adverse change in business, financial or trading position or
prospects, operations or solvency of the Company; or if there is a
change in the financial, political, economic or market conditions,
which in their reasonable opinion, acting in good faith, make it
impractical or inadvisable to proceed with the Placing and Open
Offer.
By participating in the Placing, each Placee agrees with the
Placing Agents that the exercise by the Placing Agents of any right
of termination or other discretion under these terms and conditions
shall be within the absolute discretion of the Placing Agents and
that the Placing Agents need not make any reference to the Placees
in this regard and that, to the fullest extent permitted by law,
none of the Placing Agents, any of their Affiliates nor any person
acting on their behalf or any of them 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 or the Open Offer 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 and any information previously
published by or on behalf of the Company by notification to a
Regulatory Information Service.
Each Placee, by accepting a participation in the Placing,
confirms to the Placing Agents that it has neither received nor
relied on any information, representation, warranty or statement
made by or on behalf of the Placing Agents (other than the amount
of the relevant Placing participation in the oral confirmation
given to Placees and the trade confirmation referred to below), any
Affiliate, any persons acting on its behalf or the Company and none
of the Placing Agents, their respective Affiliates, 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 the Company
and the Placing Agents that, except in relation to 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
Admission will take place within the CREST system, using the DVP
mechanism, subject to certain exceptions. The Placing Agents
reserve the right to require settlement for and delivery of the
Placing Shares to Placees by such other means as they deem
necessary, 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.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
the Company and settlement instructions. Placees should settle
against the CREST ID for Arden shown below. Subject to satisfaction
or waiver of the conditions to which the Placing is subject, it is
expected that such trade confirmation will be despatched on the
expected trade date shown below. 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
Arden.
As soon as practicable following the latest time and date for
receipt of applications for and payment in respect of New Ordinary
Shares (including the settlement of any relevant CREST
instructions) offered under the Open Offer, each Placee allocated
Conditional Placing Shares in the Placing will be sent a trade
confirmation stating the number of Conditional Placing Shares
allocated to it under the Conditional Placing, the aggregate amount
owed by such Placee pursuant to the Placing and any final
settlement instructions.
The Company will deliver the Placing Shares to a CREST account
operated by Arden and Arden will enter its delivery (DEL)
instruction into the CREST system. Arden will hold the Placing
Shares delivered to this account as nominee for the Placees. The
input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that
Placee against payment.
The expected timetable for settlement will be as follows:
Trade Date: 6 October 2017
Settlement Date: 9 October 2017
ISIN Code: GB00BF5SGF06
SEDOL: BF5SGF0
Deadline for input instruction 3.00 p.m. on 6
into CREST: October 2017
CREST ID for Arden: DAQAQ
It is expected that settlement will take place on the Settlement
Date shown above on a DVP basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Arden.
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
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Company 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 Company'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 PTM 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 the Company nor the Placing
Agents shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1) represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms of this
Announcement (including this Appendix);
2) acknowledges 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 Bookbuilding Process, the Placing
or the Placing Shares;
3) agrees to indemnify on an after-tax basis and hold harmless
Arden and each of the Arden Affiliates and any person acting on
their behalf from any and all costs, losses, 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 Announcement
and further agrees that the provisions of this Announcement shall
survive after completion of the Placing;
4) acknowledges that the Placing Shares will be admitted to AIM
and the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules and
other applicable laws and regulations (the "Exchange Information"),
which includes a description of the nature of the Company's
business, the Company's most recent annual report and interim
financial statements, the most recent admission document, and the
Company's announcements and circulars published in the past 12
months', and that the Placee is able to obtain or access this
Exchange Information without undue difficulty;
5) acknowledges that none of the Company, the Placing Agents,
any of their Affiliates or any person acting on their behalf has
provided, and will not provide, it with any material or information
regarding the Placing Shares or the Company (other than this
Announcement); nor has it requested any of the Company, the Placing
Agents, any of their Affiliates or any person acting on their
behalf to provide it with any such material or information;
6) acknowledges that (i) none of the Placing Agents, their
Affiliates or any person acting on behalf of any of them is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of either of the Placing Agents and
that the Placing Agents do not have any duties or responsibilities
to it for providing the protections afforded to their clients or
for providing advice in relation to the Placing nor for the
exercise or performance of any of their rights and obligations
hereunder including any rights to waive or vary any conditions or
exercise any right of termination, and (ii) neither it nor, as the
case may be, its clients expect either Placing Agent to have any
duties or responsibilities to it similar or comparable to the
duties of "best execution" and "suitability" imposed by the Conduct
of Business Sourcebook contained in the FCA's Handbook of Rules and
Guidance, and that neither Placing Agent is acting for it or its
clients, and that neither Placing Agent will be responsible to any
person in connection with the Placing for providing protections
afforded to their clients;
7) represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in
committing to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has relied on its own
investigation with respect to the Placing Shares and the Company in
connection with its decision to subscribe for the Placing Shares
and acknowledges that it is not relying on any other information or
representations made to it, express or implied, with respect
thereto;
8) acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing
Shares, including all tax, legal and other economic considerations
and has relied upon its own examination of, and due diligence on,
the Company, and the terms of the Placing, including the merits and
risks involved;
9) represents and warrants 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;
10) acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any presentation given in relation to the Placing)
other than that contained in this Announcement (including this
Appendix) and represents and warrants that it has not relied on any
representations relating to the Placing, the Placing Shares or the
Company other than the information contained in this
Announcement;
11) represents and warrants that (i) it is entitled to acquire
the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii)
it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit
to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid
any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the
Placing in any territory; and (v) it has not taken any action which
will or may result in the Company, the Placing Agents, any of their
respective Affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Placing;
12) represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are not being offered or sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
13) represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S;
14) represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
15) represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area which
has implemented the Prospectus Directive other than "qualified
investors" as defined in Article 2.1(e) of the Prospectus
Directive, or in circumstances in which the prior consent of Arden
has been given to such an offer or resale;
16) represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area, except in circumstances
falling within Article 3(2) of the Prospectus Directive which do
not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Directive;
17) represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
18) represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
19) represents and warrants that it has complied with its
obligations: (i) under the Criminal Justice Act 1993 and the Market
Abuse Regulation (EU 596/2014); (ii) in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Anti-Terrorism Crime and Security Act 2001, the
Counter-Terrorism Act 2008, the Money Laundering Regulations 2007,
the Money Laundering Regulations 2017 and that it is not a person:
(a) with whom transactions are prohibited under the Foreign Corrupt
Practices Act 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. 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 ((i), (ii), (a) and (b),
together, the "Regulations") and rules and guidance on anti-money
laundering produced by the Financial Conduct Authority ("FCA") and,
if it is 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;
20) if in the United Kingdom, represents and warrants that: (a)
it is a person having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the FPO, or (b) it is a person
who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations etc") of the FPO, or (c) it
is a qualified investor as defined in section 86(7) of FSMA, being
a person falling within Article 2.1(e)(i), (ii) or (iii) of the
Prospectus Directive, or (d) if not a person meeting the criteria
set out in (a) or (b) of this paragraph 20 or the other criteria of
qualified investors for the purposes of section 86(7) of FSMA, he
or she is a director of the Company at the time of the Placing or
(d) it is person to whom this Announcement may otherwise lawfully
be communicated;
21) 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;
22) undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement and with any trade confirmation sent by Arden (or
on its behalf) to it in respect of its allocation of Placing Shares
and its participation in the Placing on the due time and date set
out herein against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as the Company may, in its absolute discretion, determine
and it will remain liable for any shortfall below the net proceeds
of such sale and the placing proceeds of such Placing Shares and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
23) acknowledges that none of the Placing Agents, nor any of
their Affiliates nor any person acting on their behalf is making
any recommendations to it or advising it regarding the suitability
or merits of any transaction it may enter into in connection with
the Placing, and acknowledges that none of The Placing Agents, nor
any of their Affiliates nor any person acting on their behalf has
any duties or responsibilities to it for providing advice in
relation to the Placing or for the exercise or performance of any
of the Placing Agent's rights and obligations hereunder, including
any right to waive or vary any condition or exercise any right of
termination contained herein;
24) undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither the
Company nor the Placing Agent nor any of their Affiliates will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement and (iii)
the Placee and any person acting on its behalf agrees to acquire
the Placing Shares on the basis that the Placing Shares will be
allotted to the CREST stock account of Arden which will hold them
as settlement agent as nominee for the Placee until settlement in
accordance with its standing settlement instructions with payment
for the Placing Shares being made simultaneously upon receipt of
the Placing Shares in the Placee's stock account on a DVP
basis;
25) acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
26) acknowledges that it irrevocably appoints any director of
the Company as its agent for the purposes of executing and
delivering to the Company and/or the Company's registrar 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;
27) represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
28) represents and warrants that any person who confirms to a
Placing Agent on behalf of a Placee an agreement to subscribe for
Placing Shares and/or who authorises a Placing Agent to notify the
Placee's name to the Company's registrar, has authority to do so on
behalf of the Placee;
29) acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company, the Placings nor any of
their Affiliates will be responsible. If this is the case, the
Placee should take its own advice and notify the Company and the
Placing Agents accordingly;
30) acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Arden, any money held in an
account with Arden on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the relevant rules and regulations of the FCA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated in accordance with the client
money rules and will be used by Arden in the course of its
business; and the Placee will rank only as a general creditor of
Arden (as the case may be);
31) acknowledges and agrees that in order to ensure compliance
with the Money Laundering Regulations 2007 and/or the Money
Laundering Regulations 2017 (to come into effect on 26 June 2017),
the Company or its registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the
Company or the Company's registrar, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares
may be retained at the Company's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the Company or the Company's registrars, as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identity the Company or the
Company's registrars have not received evidence satisfactory to
them, the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
32) acknowledges and understands that the Company, the Placing
Agents their Affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties, agreements,
undertakings and acknowledgements;
33) acknowledges that the basis of allocation will be determined
by Arden at its absolute discretion and that the right is reserved
to reject in whole or in part and/or scale back any participation
in the Placing;
34) irrevocably authorises each of the Company and the Placing
Agents to produce this Announcement pursuant to, in connection
with, or as maybe required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
35) acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
36) acknowledges and agrees that any document that is to be sent
to it in connection with the Placing will be sent at its risk and
may be sent to it at any address provided by it to Arden;
37) acknowledges and agrees that it will be bound by the terms
of the articles of association of the Company; and
38) acknowledges and agrees that these terms and conditions in
this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and/or
any agreements entered into pursuant to these terms and conditions
and all agreements to acquire shares pursuant to the Placing will
be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by Arden 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.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to the Company and the
Placing Agents and, where relevant, each of their Affiliates and
any person acting on their behalf and are irrevocable.
No claim shall be made against the Company or any of the Placing
Agents or their Affiliates or any other person acting on their
behalf by a Placee to recover any damage, cost, loss, charge or
expense which it may suffer or incur by reason of or arising from
the exercise of any rights available to it pursuant hereto or the
performance of its obligations hereunder or otherwise in connection
with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor the Placing Agents
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 stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless each of the Company and the Placing Agents in
the event that such person has incurred any such liability to stamp
duty or stamp duty reserve tax.
In addition, Placees should note that they will be 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 them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
Times and dates in this Announcement may be subject to
amendment. The Placing Agents, as agents of the Company shall
notify the Placees and any person acting on behalf of the Placees
of any such changes.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that either or Placing Agents and/or any of
their Affiliates may, at their absolute discretion, agree to become
a Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Company and the Placing Agents
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 or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Placing Agents and, if so, undertakes to provide:
1) if he is an individual, his nationality;
2) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3) such other "know your client" information as the Placing Agents may reasonably request.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQOKFDQKBKBNCD
(END) Dow Jones Newswires
September 19, 2017 02:01 ET (06:01 GMT)
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