TIDMRAV
RNS Number : 9153M
Raven Property Group Limited
26 January 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX 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IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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 OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
26 January 2021
Raven Property Group Limited ("Raven" or the "Company")
Proposed purchase by the Company of its own ordinary shares,
Proposed purchase of existing ordinary shares and preference
shares by the Company and its executive management through a joint
venture
and
Proposed Placing of existing ordinary shares and preference
shares with investors
The Board of Raven announces that conditional agreements have
been reached with Invesco Asset Management Limited (acting as agent
for certain of its discretionary managed clients) ("IAML") pursuant
to which IAML has agreed to sell 156,674,424 ordinary shares and
63,571,616 preference shares in the Company, being all of the
ordinary shares and preference shares held by IAML in the Company
(the "Proposed Transaction"). The sale prices for the ordinary
shares and the preference shares under the Proposed Transaction are
21.6 pence per share and 90.8 pence per share respectively.
Under the Proposed Transaction the shares will be sold as
follows:
-- 9,850,350 ordinary shares would be bought back by the Company
and cancelled (the "Company Purchase");
-- 100,000,000 ordinary shares and 32,500,000 preference shares
would be acquired by a newly formed joint venture vehicle,
comprising the Company and the Company's executive directors and
certain senior executives (and their related entities) (the "Joint
Venture Purchase"); and
-- up to 46,824,074 ordinary shares and 31,071,616 preference shares ("Placing Shares") will be conditionally placed with investors via the Company's broker, Nplus1 Singer Capital Markets Ltd ("N+1 Singer")(the "Placing").
Certain key shareholders have confirmed their support for the
Proposed Transaction and their intention to participate in the
Placing.
Joint Venture Vehicle
Under these proposals, 100,000,000 ordinary shares and
32,500,000 preference shares would be acquired by a newly formed
joint venture vehicle ("RH"), comprising the Company and the
Executive Management. RH will be established as a 50:50 joint
venture capitalised through the transfer to RH of up to 53,030,301
ordinary shares in the Company by the Executive Management and an
equal value of cash by the Company which will assist the Company in
securing a loan facility from VTB Bank part of which will be made
available to RH to finance the Joint Venture Purchase. Now that the
conditional agreements with IAML have been reached, the Company is
finalising the credit approved loan facility agreement with VTB
Bank.
Further details of the joint venture and the VTB Bank facility
will be set out in the circulars to be sent to ordinary
shareholders and preference shareholders in due course.
Launch of Placing
One of the aims of the Proposed Transaction is to provide for a
structure that allows IAML to sell its entire shareholding in the
Company. On that basis, the Company has spoken to certain investors
with a view to them in principle agreeing to participate in the
Placing. It is currently anticipated that all of the Placing Shares
will be placed with such investors shortly following this
announcement. Quilter Investors, Schroders and Galloway Limited
have signed irrevocable agreements with N+1 Singer to purchase
35,250,000 Ordinary Shares, 9,259,259 Ordinary Shares and 2,314,815
Ordinary Shares (respectively) in the Placing, being all of the
Ordinary Shares being placed in the Placing, on the terms of and
subject to the conditions of the Placing contained in this
announcement. Quilter Investors and Galloway Limited have also
irrevocably agreed with N+1 Singer, on the terms of and subject to
the conditions of the Placing contained in this announcement, to
purchase 13,685,000 Preference Shares and 1,101,322 Preference
Shares in the Placing.
The purchase prices for the ordinary shares and preference
shares under the Placing are 21.6 pence per share and 90.8 pence
per share respectively. The Placing Shares shall be sold by IAML at
and with effect from Completion free from all encumbrances and
together with all rights (including dividends) attached to or
accruing to them at Completion save that IAML shall be entitled to
retain any dividends paid before Completion or declared but not
paid prior to Completion in respect of which the record date is a
date before Completion.The Placing will be subject to the terms and
conditions set out in the Appendix to this announcement (which
forms part of this announcement).
The final number of Placing Shares placed will be announced at
the close of the confirmation process that N+1 Singer will carry
out following this announcement, and the results of the Placing
will be announced as soon as practicable thereafter. Completion of
the Placing will, however, remain conditional upon the requisite
approval of shareholders (as further set out below) of the Proposed
Transaction, the contracts in respect of the Company Purchase and
the Joint Venture Purchase becoming unconditional (or not being
terminated) and the satisfactory fulfilment of all other applicable
legal requirements and any other requirements of any stock or
securities exchanges on which the Company's shares are quoted,
listed or traded in each case in respect of the Proposed
Transaction. To the extent that any of the conditions set out in
the conditional agreements with IAML in respect of the Company
Purchase and Joint Venture Purchase are not satisfied or waived
before 10 May 2021 (or either of the agreements is terminated) the
Proposed Transaction (including the Placing) will not proceed.
To the extent that as a result of the Placing, or otherwise,
investors cannot be found to purchase the remaining 16,285,294
preference shares which are the subject of the Placing (the
"Residual Preference Shares") or if investors default on or
otherwise breach their respective commitments to purchase any of
the Residual Preference Shares or the Company agrees a specific
condition (in addition to the Conditions) with an individual Placee
in respect of its participation in the Placing and such condition
is not satisfied, the Company has agreed to purchase those Residual
Preference Shares for which investors have not been found (subject
to satisfaction or waiver of the conditions set out in the contract
relating to the Company Purchase) or in respect of which the
investors default.
Circulars
Under the FCA's Listing Rules, the Proposed Transaction will
involve both a class 1 transaction and certain related party
transactions (involving IAML, as a substantial shareholder in the
Company, entering into an agreement with the Company in respect of
the Company Purchase, RH (which will be 50 per cent owned by the
Executive Management (and related entities)) entering into a
funding agreement with the Company to fund the Joint Venture
Purchase and the Executive Management, who are directors of the
Company and its subsidiaries, entering into a joint venture
agreement with the Company in respect of RH) and is therefore
conditional on the requisite shareholder approvals under the
Listing Rules. Under Listing Rule 11.1.10R, the Company Purchase
constitutes a smaller related party transaction and as such does
not require the approval of independent ordinary shareholders.
The Proposed Transaction will also be conditional, inter alia,
on ordinary shareholders and preference shareholders passing any
other resolutions necessary to authorise the Proposed Transaction
at a general meeting and preference shareholder class meeting.
The Company intends to publish circulars setting out the details
of the Proposed Transaction (and including notices of a general
meeting and a preference shareholder class meeting) to ordinary
shareholders and preference shareholders in early 2021.
The Board has consulted with a number of the Company's largest
ordinary shareholders and preference shareholders regarding the
Proposed Transaction. IAML, which owns 156,674,424 ordinary shares
(26.49% of issued ordinary shares) and 63,571,616 preference shares
(29.39% of issued preference shares) has irrevocably committed to
vote in favour of the requisite shareholder resolutions in respect
of the Proposed Transaction (to the extent it is permitted to vote
by applicable law), as has Quilter Investors, which owns a further
97,666,603 ordinary shares (16.52% of issued ordinary shares) and
54,833,752 preference shares (25.35% of issued preference shares).
Other shareholders representing approximately 15.8% of ordinary
shares have indicated their intention to vote in favour of the
Proposed Transaction. The Directors also intend to unanimously vote
in favour of the requisite shareholder resolutions in respect of
the Proposed Transaction on which they will be permitted to vote in
respect of their respective individual holdings of ordinary shares
and preference shares. In total 70.18% of ordinary shareholders and
62.56% of preference shareholders have irrevocably committed or
indicated their intention to vote in favour of the Proposed
Transaction (to the extent in each case to such shareholders being
permitted to vote on the relevant shareholder resolutions).
Sir Richard Jewson Chairman said "We are delighted to have
finalised this transaction in a difficult period and removed the
significant market overhang from both of our listed securities. In
particular we wish to thank VTB and our long term shareholders for
their support."
The information contained within this announcement relating to
the Proposed Transaction is considered by Raven Property Group
Limited to constitute inside information pursuant to Article 7 of
EU Regulation No. 596/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement via a Regulatory Information
Service, this inside information will be considered to be in the
public domain.
The person responsible for arranging for the release of this
announcement on behalf of the Company is Benn Garnham, Company
Secretary.
Enquiries
Raven Property Group Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (Public relations Tel: +44 (0) 203 151 7008
adviser)
Tim Robertson
Fergus Young
N+1 Singer (Sponsor, joint financial Tel: +44 (0) 20 7496 3000
adviser & UK joint broker)
Corporate Finance - James Maxwell
/ Alex Bond
Sales - Alan Geeves / James Waterlow
VTB Capital plc (Joint financial adviser) Tel: +44 (0) 203 334 8000
Alexander Metherell / Igor Grebennikov
Numis Securities Limited (UK joint Tel: + 44 (0) 207 260
broker) 1000
Alex Ham / Jamie Loughborough
Nathan Brown / George Shiel
Renaissance Capital (South African Tel: +27 (11) 750 1448
broker)
Yvette Labuschagne
Renaissance Capital (Russian broker) Tel: + 7 495 258 7770
David Pipia
Ravenscroft (TISE sponsor) Tel: + 44 (0) 1481 732746
Semelia Hamon
About Raven Property Group
Raven Property Group Limited was founded in 2005 to invest in
class A warehouse complexes in Russia and lease to Russian and
International tenants. Its Ordinary Shares and Preference Shares
are listed on the Main Market of the London Stock Exchange and
admitted to the Official List of the Financial Conduct Authority
and the Official List of The International Stock Exchange ("TISE").
Its Ordinary Shares also have a secondary listing on the main board
of the Johannesburg Stock Exchange and the Moscow Stock Exchange.
The Group operates out of offices in Guernsey, Moscow and Cyprus
and has an investment portfolio of circa 1.9 million square metres
of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don,
Novosibirsk and Nizhny Novgorod and 49,000 square metres of
commercial office space in St Petersburg. For further information
visit the Company's website: www.theravenpropertygroup.com .
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO
PARTICIPATE IN THE PLACING AND IN SO FAR AS IT RELATES TO INVESTORS
PARTICIPATING IN THE PLACING IT IS ONLY ADDRESSED TO AND DIRECTED
AT INVITED PLACEES WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED
KINGDOM, INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMED) (THE "ORDER"); (II) FALLS WITHIN ARTICLE 43(2)(A) TO
(D) OF THE ORDER; (III) OR FALLS WITHIN ARTICLE 49(2)(A) TO (D) OF
THE ORDER; OR (III) ARE PERSONS WHO MAY OTHERWISE LAWFULLY
PARTICIPATE IN THE PLACING (ALL SUCH PERSONS REFERRED TO IN (1) AND
(2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS OR ANY RELEVANT PERSON WHO HAS NOT BEEN INVITED BY THE
COMPANY TO PARTICIPATE IN THE PLACING. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS WHO HAVE BEEN INVITED BY THE COMPANY TO
PARTICIPATE IN THE PLACING AND WILL BE ENGAGED IN ONLY WITH SUCH
RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act"), or under the applicable securities laws of
any state or other jurisdiction of the United States or of Canada,
Australia, South Africa or Japan or of any other jurisdiction. Such
securities may not be offered or sold in the United States unless
registered under the US Securities Act or offered in a transaction
exempt from, or not otherwise subject to, the registration
requirements of the US Securities Act and the securities laws of
any relevant state or other jurisdiction of the United States.
There will be no public offering of such securities in the United
States or in any other jurisdiction.
The securities referred to herein have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by N+1
Singer or VTB Capital plc ("VTB Capital") or any of their
respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia ),
Canada, Australia or Japan. The distribution of this announcement
may be restricted by law in certain jurisdictions and persons into
whose possession this document or other information referred to
herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, N+1 Singer, VTB
Capital or any of their respective affiliates that would, or which
is intended to, permit a public offer of the Placing Shares in any
jurisdiction or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company and N+1 Singer to inform themselves about
and to observe any applicable restrictions.
N+1 Singer, which is authorised and regulated by the Financial
Conduct Authority (FCA) in the United Kingdom, is acting only for
the Company in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections offered to its clients nor for providing advice in
relation to the Placing or any matters referred to in this
announcement.
VTB Capital, which is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Prudential Regulation Authority and the FCA, is acting
exclusively for the Company and no-one else in connection with the
Placing and this announcement, and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of VTB Capital nor for providing advice in
connection with the Placing or this announcement or any matter
referred to herein.
N+1 Singer and VTB Capital and any of its affiliates acting as
an investor for its own account may participate in the offering on
a proprietary basis and in that capacity may retain, purchase or
sell for their own account such Placing Shares. In addition they
may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. N+1 Singer and VTB Capital do not intend
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
None of N+1 Singer or any of its directors, unlimited partners,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
None of VTB Capital or any of its directors, officers,
employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any other information
relating to the Company or its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
APPIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") DOES NOT CONSTITUTE
AN OFFER TO PARTICIPATE IN THE PLACING AND IS FOR INFORMATION
PURPOSES ONLY AND IN RESPECT OF THOSE PERSONS PARTICIPATING IN THE
PLACING IS DIRECTED ONLY AT AND MAY ONLY BE COMMUNICATED TO INVITED
PLACEES WHO ARE: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IN THE UNITED
KINGDOM, INVESTORS WHO ARE (I) PERSONS HAVING PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 OF THE UNITED KINGDOM, AS AMED (THE "ORDER"), (II) PERSONS WHO
FALL WITHIN ARTICLE 43(2)(A) TO (D) ("MEMBERS AND CREDITORS OF
CERTAIN BODIES CORPORATE") OF THE ORDER, (III) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED IN RESPECT OF THEIR
PARTICIPATION IN THE PLACING (ALL SUCH PERSONS REFERRED TO IN (A),
(B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS OR ANY RELEVANT PERSON WHO HAS NOT
BEEN INVITED BY THE COMPANY TO PARTICIPATE IN THE PLACING. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS WHO
HAVE BEEN INVITED BY THE COMPANY TO PARTICIPATE IN THE PLACING AND
WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED
STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms used in this Appendix
have the meanings ascribed to them at the end of this Appendix.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or the solicitation of
an offer to buy securities referred to herein in any jurisdiction
including, without limitation, the United States, any Restricted
Territory (as defined below) or in any jurisdiction where such
offer or solicitation is unlawful.
This Announcement may be released, published or distributed by
the Company for information purposes only in accordance with its
continuous disclosure obligations under applicable laws including
the rules and requirements of the Johannesburg Stock Exchange and
the Moscow Stock Exchange.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, Japan or in any
jurisdiction in which such publication or distribution is
restricted, unlawful or unauthorised (each a "Restricted
Territory"). The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, N+1 Singer, VTB Capital or any of their respective
Affiliates or agents which would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to
forward a copy of this Announcement should seek appropriate advice
before taking any such action. Persons into whose possession this
Announcement comes are required by the Company and N+1 Singer to
inform themselves about, and to observe, any such restrictions.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by N+1
Singer or VTB Capital or any of their respective Affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any party or its advisers,
and any liability therefore is expressly disclaimed.
N+1 Singer are acting exclusively for the Company and for no-one
else in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients or
for providing advice in relation to the Placing.
VTB Capital is acting exclusively for the Company and for no-one
else in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients or
for providing advice in relation to the Placing.
None of the Company, N+1 Singer or VTB Capital or their
respective Affiliates, or any person acting on behalf of any of
them, make any representation or warranty, express or implied, to
any Placees regarding an investment in the securities referred to
in this Announcement under the laws applicable to such Placees.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will be deemed to have read
and understood this Announcement in its entirety, and to be
participating, making an offer for and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgments and
undertakings contained herein.
In particular each such Placee represents, warrants and
acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
b) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States acquiring the
Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act ("Rule 144A"); and
c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of N+1
Singer and the Company have been given to each such proposed offer
or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Details of the Placing and the Placing Shares
N+1 Singer, as sole bookrunner, and Raven Property Group Limited
(the "Company") have today entered into an engagement letter under
which, on the terms and subject to the conditions set out therein,
N+1 Singer, as agent for and on behalf of the Company, has agreed
to confirm the commitment of placees (the "Placees") to purchase up
to 46,824,074 existing Ordinary Shares (the "Ordinary Placing
Shares") at 21.6 pence per Ordinary Placing Share and up to
31,071,616 existing Preference Shares (the "Preference Placing
Shares") at 90.8 pence per Preference Placing Share currently held
by IAML (together, the "Placing Shares") by way of a placing of
such shares (the "Placing").
The Placing Shares shall be sold by IAML at and with effect from
Completion free from all encumbrances and together with all rights
(including dividends) attached to or accruing to them at Completion
save that IAML shall be entitled to retain any dividends paid
before Completion or declared but not paid prior to Completion in
respect of which the record date is a date before Completion.The
Placing will be subject to the terms and conditions set out in this
Appendix (which forms part of the announcement).
Placing
N+1 Singer will today commence the process of confirming the
participation in the Placing by Placees (the "Confirmation
Process"). 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.
Participation in, and principal terms of, the Placing
1. N+1 Singer are acting as sole bookrunner and arranging the
Placing as agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by N+1
Singer. N+1 Singer and its Affiliates are not entitled to enter
bids in the Confirmation Process as principal (except with the
consent of the Company).
3. The Confirmation Process will establish the number of Placing
Shares to be sold by IAML following completion of such process. The
number of Placing Shares to be sold will be announced on an RIS
following the completion of the Confirmation Process via a results
announcement (the "Results Announcement").
4. To bid in the Confirmation Process, prospective Placees
should communicate their bid by telephone or writing to their usual
sales or equity capital markets contact at N+1 Singer. Each bid
must state the number of Ordinary Placing Shares and Preference
Placing Shares which the prospective Placee wishes to purchase at
the Ordinary Placing Price (in the case of the Ordinary Placing
Shares) and the Preference Placing Price (in the case of the
Preference Placing Shares). Bids may be scaled down by the Company
on the basis referred to in paragraph 9 below. The Company in its
absolute discretion reserves the right not to accept bids, to
accept bids in part rather than in whole or to accept bids with
conditions (in addition to the Conditions) and may in it is
absolute discretion treat Placees differently.
5. A bid in the Confirmation Process will be made on the terms
and subject to the conditions in this Announcement and will be
legally binding on the prospective Placee on behalf of which it is
made and, except with the Company's consent, will not be capable of
variation or revocation after the time at which it is submitted
(save as specifically agreed by the Company as regards any
particular Placee). Save as specifically agreed to by the Company
in respect to any particular Placee, each prospective Placee will
have an immediate, irrevocable and binding obligation owed to IAML
(and enforceable by the Company and IAML) to pay to them (or as
they may otherwise direct) in cleared funds at the time set out in
paragraph 12, an amount equal to the product of the Placing Price
and the number of Placing Shares such prospective Placee has agreed
to acquire and IAML has agreed to transfer such Placing Shares to
that Placee. Each prospective Placee's obligations will be owed to
each of the Company and IAML.
6. The Confirmation Process is expected to be completed by no
later than 5.00 p.m. (UK time) on 29 January 2021 but may be
completed earlier or later at the discretion of the Company. N+1
Singer may, having first obtained the consent of the Company,
accept bids that are received after the Confirmation Process has
closed.
7. Each prospective Placee's allocation will be determined by
the Company in its sole discretion and each Placee's allocation
will be confirmed orally by N+1 Singer (as an agent of the Company)
following the close of the Confirmation Process and a contract note
or electronic confirmation will be despatched thereafter. The oral
confirmation to such prospective Placee will constitute an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) in favour of the Company and IAML to
acquire the number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association and all
applicable laws.
8. Each Placee's allocation and commitment will be evidenced by
a contract note or electronic confirmation issued to such Placee by
N+1 Singer. This Appendix will be deemed incorporated in that
contract note or electronic confirmation.
9. Subject to paragraphs 4 and 5 above, the Company may choose
to accept bids, either in whole or in part, may scale down any bids
for this purpose on such basis as it determines or accept bids with
conditions agreed between the Company and individual Placees (in
addition to the Conditions). The Company may also, notwithstanding
paragraphs 4 and 5 above, (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time and/or (ii) allocate Placing Shares after the
Confirmation Process has closed to any person submitting a bid
after that time. The acceptance of offers (or the acceptance of any
specific conditions in offers by prospective Placees (in addition
to the Conditions)) shall be at the absolute discretion of the
Company. The Company reserves the right, in its absolute
discretion, to treat Placees differently and reduce or seek to
increase the number of Placing Shares to be offered pursuant to the
Placing. Without prejudice to the foregoing, the Company may in
certain circumstances reduce the allocation of Placing Shares to a
Placee on the basis set out in the paragraph below under
"Termination rights and Reduction in the Number of Placing Shares".
In such circumstances Placees will be notified and they will each
continue to be bound by their obliagations pursuant to the Placing
in respect of such reduced number of Placing Shares they have been
allocated.
10. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the receipt, compliance
and/or execution (as may be applicable) by each Placee of or with
an investor representation letter in the form provided to that
Placee by N+1 Singer or its Affiliates.
11. Except as required by law or regulation, no press release or
other announcement will be made by N+1 Singer 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.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement of 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".
13. All obligations under the Confirmation Process and Placing
will be subject to fulfilment or (where applicable) waiver of the
Conditions referred to below under "Conditions of the Placing" and
to the Placing (and as regards an individual Placee any specific
conditions that the Company may in its absolute discretion agree
with such individual Placee) not being terminated or reduced on the
basis referred to below under "Termination rights and Reduction in
the Number of Placing Shares". The Placing will not proceed if both
Invesco Sale Agreements do not become unconditional, or one or both
of them are terminated.
14. By participating in the Confirmation Process, 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 (unless
the Company agrees such a specific provision with a Placee)
15. To the fullest extent permissible by law, neither N+1 Singer
nor the Company nor any of their respective Affiliates, agents,
advisors, directors, officers or employees shall have any
responsibility or liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in connection
with the Placing or the Confirmation Process. In particular,
neither N+1 Singer, the Company nor any of their respective
Affiliates, agents, advisors, directors, officers or employees
shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the N+1 Singer's or the Company's conduct of the Confirmation
Process or of such alternative method of effecting the Placing as
N+1 Singer and the Company may agree.
Conditions of the Placing
The Placing is conditional upon:
(a) the resolutions of the Ordinary Shareholders and Preference
Shareholders required for the Company to complete the Proposed
Transaction (whether as a matter of law or regulation) having been
duly passed by the requisite majorities at each of the General
Meeting and Preference Shareholder Meeting (or in each case at any
adjournment thereof) without material amendment;
(b) it being lawful for the Company to complete the Proposed
Transaction pursuant to the Law including, without limitation, the
directors of the Company being able to certify immediately prior to
completion of the Proposed Transaction that the Company will meet
the solvency test contained in the Law immediately following
completion of the Proposed Transaction;
(c) all applicable requirements of all stock or securities
exchanges on which any of the Company's securities are quoted,
listed or traded have been met as regards the Proposed Transaction
and the applicable rules of any Regulatory Authority having been
met as regards the Proposed Transaction; and
(d) the Joint Venture Sale Contract and the Company Buyback
Agreement remaining in full force and effect and, save for any
condition in either agreement relating to the other agreement
becoming unconditional, becoming and remaining wholly unconditional
in accordance with their respective terms,
(the "Conditions").
The Company has the power (in its absolute discretion) to waive
such conditions (save and to the extent where such waiver would
render all or part of the Proposed Transaction unlawful if it were
to proceed without such condition being satisfied). If (i) any of
the conditions contained in the Invesco Sale Agreements, including
those described above, are not fulfilled or waived by the Company
by 10 May 2021 or (ii) either or both of the Invesco Sale
Agreements are terminated in accordance with their respective terms
prior to such time, the Placing will not proceed and each Placee's
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.
None of N+1 Singer, the Company or any of their respective
Affiliates, or any of their or its respective Affiliates'
directors, officers, employees, agents or advisers, or any other
person shall have any responsibility or 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 the satisfaction of any condition set out above nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally (including in
respect of any specific condition that may be agreed between the
Company and an individual Placee, in addition to the Conditions),
and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Company.
Termination rights and reduction in the number of Placing
Shares
If at any time before completion of the Proposed Transaction,
the Company becomes aware that:
(a) any of the warranties provided by IAML in the Invesco Sale
Agreements (the "Invesco Warranties") was, when given, untrue,
inaccurate or misleading; or
(b) any of the Invesco Warranties would not be true, accurate
and not misleading if then repeated by reference to the facts
subsisting at the time; or
(c) IAML, and certain funds managed by IAML, has failed to
comply with or has breached any of its obligations under either of
the Invesco Sale Agreements,
then the Company may by notice to IAML terminate the Invesco
Sale Agreements with immediate effect and the Placing shall not
proceed.
The funds managed by IAML and who are party to the Invesco Sale
Agreements each have the right to immediately terminate each of the
Invesco Sale Agreements:
(a) if required by law or regulation or pursuant to any order or
ruling by a Court or competent judicial body or by any competent
authority (under Part VI of the FSMA); or
(b) if directly or indirectly requested by a regulator of competent jurisdiction; or
(c) where such fund has terminated or given notice to terminate
its professional relationship with IAML in circumstances where such
fund is no longer to bound to honour any pre-existing obligations
or undertaking in respect of any of the Ordinary Shares and/or
Preference Shares being sold between the Company Purchase, Joint
Venture Purchase or the Placing thatit beneficially owns,
provided that such termination shall not affect the operation of
the Invesco Sale Agreements as between the other parties to those
Invesco Sale Agreements, including any fund managed by IAML which
has not validly exercised its right of termination.
Pursuant to the Invesco Sale Agreements, IAML and the funds
managed by IAML also have the ability where it is required by law,
regulation or Court or a competent authority order to do so, to
transfer some or all of the Ordinary Shares or Preference Shares
that are the subject of the Company Purchase, Joint Venture
Purchase or the Placing. In such circumstances and where one fund
managed by IAML terminates its obligations under the Invesco Sale
Agreement but not the other, it is anticipated that the Proposed
Transaction would proceed but with IAML and the funds managed by
IAML disposing of the reduced number of Ordinary Shares and
Preference Shares (as the case may be) pursuant to the Company
Purchase, Joint Venture Purchase or the Placing. The Company shall
have sole and absolute discretion with IAML as to how to allocate
such reduced number of Ordinary Shares and/or Preference Shares
being sold between the Company Purchase, Joint Venture Purchase or
the Placing and as between Placees under the Placing. In the event
that such circumstances apply, the Company will announce the
details through an RIS and will itself (or through N+1 Singer)
notify any Placees if their allocation of Placing Shares will be
reduced as a result of such circumstances, in which case Placees
will be obliged to continue to comply with their obligations under
the Placing in respect of such reduced amount of Placing Shares in
respect of which they have been allocated.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other competent authority) in relation to
the Placing, and Placees' commitments will be made solely on the
basis of publicly available information taken together with the
information contained in this Announcement, including any Exchange
Information previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and
subject to the further terms set forth in the contract note or
electronic confirmation to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company (other
than publicly available information) or N+1 Singer or their
respective Affiliates or any other person and neither N+1 Singer
nor the Company nor any of their respective Affiliates nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). 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. Nothing in this paragraph shall
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (Ordinary Share
ISIN: GB00B0D5V538, Preference Share ISIN: GG00B55K7B92 ) will take
place within CREST, using the delivery versus payment mechanism,
subject to certain exceptions.
Following the close of the Confirmation Process for the Placing,
each Placee allocated Placing Shares in the Placing will be sent a
contract note or electronic communication in each case a separate
communication for Ordinary Placing Shares and Preference Placing
Shares stating the number of Ordinary Placing Shares and/or
Preference Placing Shares to be allocated to it at the Ordinary
Placing Price or Preference Placing Price (as the case may be) and
the aggregate amount owed by such Placee to IAML and settlement
instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with N+1 Singer.
IAML will deliver the Placing Shares to a CREST account operated
by N+1 Singer as agent for IAML and N+1 Singer will enter its
delivery (DEL) instruction into the CREST system. N+1 Singer will
hold any Placing Shares delivered to this account as nominee for
the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will take place on the Business
Day following satisfaction or waiver of the conditions set out
above in accordance with the instructions given to N+1 Singer.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by N+1 Singer.
Each Placee agrees that, if it does not comply with these
obligations, N+1 Singer may (at the direction of the Company) sell
any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for IAML's account
and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and shall be required to bear any stamp duty, stamp duty reserve
tax or other stamp, securities, transfer, registration, execution,
documentary or other similar impost, duty or tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic communication is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject to as provided below, be so registered free from any
liability to stamp duty or stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (together with interest, fines and penalties) is payable in
respect of the allocation, acquisition or delivery of the Placing
Shares (or if, for the avoidance of doubt, any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent
transfer or agreement to transfer Placing Shares), neither N+1
Singer nor the Company shall be responsible for the payment
thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with N+1 Singer (in their capacity as sole bookrunner and placing
agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing
Shares, the following:
(a) it has read and understood this Announcement, including this
Appendix, in its entirety and that its purchase of Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with the Confirmation
Process, the Placing, the Company, the Placing Shares or
otherwise;
(b) that no offering document or prospectus or admission
document has been or will be prepared in connection with the
Placing or is required under the Prospectus Regulation and it has
not received and will not receive a prospectus, admission document
or other offering document in connection with the Confirmation
Process, the Placing or the Placing Shares;
(c) that the Ordinary Shares are listed on the premium listing
segment of the Official List, are admitted to the official list of
The International Stock Exchange ("TISE") and have a secondary
listing on the main board of the Johannesburg Stock Exchange and
the Moscow Stock Exchange and the Preference Shares are listed on
the standard listing segment of the Official List and are admitted
to the official list of TISE and that the Company is therefore
required to publish certain business and financial information in
accordance with applicable law, including pursuant to MAR, the
rules and practices of the London Stock Exchange, the FCA, the
Disclosure Guidance and Transparency Rules of the FCA, the
Prospectus Regulation and the Companies (Guernsey) Law 2008
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to
obtain or access such Exchange Information;
(d) that neither N+1 Singer nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Confirmation Process, the Placing or the Company or any other
person other than this Announcement, nor has it requested any of
N+1 Singer, the Company, or any of their respective Affiliates nor
any person acting on behalf of any of them to provide it with any
such material or information;
(e) unless otherwise specifically agreed with N+1 Singer, that
it is not, and at the time the Placing Shares are acquired, neither
it nor the beneficial owner of the Placing Shares will be, a
resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
(f) that the content of this Announcement is exclusively the
responsibility of the Company and that neither N+1 Singer nor any
of its Affiliates nor any person acting on its behalf has or shall
have any responsibility or liability for any information,
representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of
the Company, including, without limitation, any Exchange
Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or any information
previously published by or on behalf of the Company or otherwise.
Each Placee further acknowledges, confirms, undertakes, represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by N+1 Singer or the
Company or any of its respective Affiliates, directors, officers,
employees, agents or advisors and neither N+1 Singer nor the
Company or any of its respective Affiliates, directors, officers,
employees, agents, advisors will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing
and that neither N+1 Singer nor any of its Affiliates, directors,
officers, employees, agents or advisors have made any
representations to it, express or implied, with respect to the
Company, the Confirmation Process, the Placing and the Placing
Shares or the accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in
respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
(g) that it has not relied on any information, representation or
statement relating to the Company contained in any research reports
prepared by N+1 Singer, any of its Affiliates or any person acting
on its or any of its Affiliates' behalf and understands that (i)
neither the N+1 Singer, nor any of its Affiliates nor any person
acting on its behalf has or shall have any liability for public
information or any representation; (ii) neither N+1 Singer, nor any
of its Affiliates nor any person acting on its behalf has or shall
have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) neither N+1 Singer, nor any of its Affiliates nor any person
acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, representation or statement whether at the date
of publication, the date of this Announcement or otherwise;
(h) that the allocation, acquisition and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
acquisition or delivery of the Placing Shares would give rise to
such a liability and that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance service;
(i) acknowledges that no action has been or will be taken by the
Company, N+1 Singer or any person acting on behalf of the Company
or N+1 Singer that would, or is intended to, permit a public offer
of the Placing Shares in any country or jurisdiction where any
action for that purpose is required;
(j) that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental, regulatory and other
guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take
any action which will or may result in N+1 Singer, the Company or
any of their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
(k) that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
(l) that it has complied with its obligations under the Criminal
Justice Act 1993, MAR and 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 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or
similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
(m) that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to N+1
Singer and the Company for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
(n) if in a member state of the EEA (other than the United
Kingdom), that it is a "Qualified Investor" within the meaning of
Article 2(e) of the Prospectus Regulation and that it is either (i)
acquiring the Placing Shares for its own account, or (ii) acting as
a financial intermediary to which paragraph (s) below applies;
(o) if in the United Kingdom, that it is an investor (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professional" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 of the United Kingdom (the "Order"), (ii) who
falls within Article 43(2)(a) to (d) ("Members and creditors of
certain bodies corporate") of the Order, (iii) who falls within
Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order or (iv) to whom this Announcement
may otherwise lawfully be communicated in respect of their
participation in the Placing and, in each case, it undertakes that
it will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
(p) that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing, in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person in the
United States;
(q) where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
(r) that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
(s) if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, that the Placing
Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Member State
of the EEA other than Qualified Investors, or in circumstances in
which the prior consent of the Company has been given to the
proposed offer or resale;
(t) that it has not offered or sold and, prior to the expiry of
a period of six months from the date of completion of the Proposed
Transaction, will not offer or sell any Placing Shares to persons
in the United Kingdom, except to Relevant Persons or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA;
(u) that any offer of Placing Shares may only be directed at
persons in Member States of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
except to Qualified Investors or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in any Member State of the EEA within the meaning of the
Prospectus Regulation or in any other circumstances which would
result in any requirement for the publication of a prospectus under
the Prospectus Regulation;
(v) that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
(w) that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
(x) if it has received any "inside information" (as defined in
MAR) about the Company in advance of the Placing, it has not: (i)
dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by
MAR, prior to the information being made publicly available or
taken any other action that is in breach of MAR;
(y) that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any transfer or other taxes due in
connection with its participation in any territory; (iii) it has
not taken any action which will or may result in the Company, N+1
Singer, any of their respective Affiliates or any person acting on
their behalf being in breach of the legal and/or regulatory
requirements and/or any anti money laundering requirements of any
territory in connection with the Placing and (iv) that the purchase
of the Placing Shares by it or any person acting on its behalf will
be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
(z) that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as N+1
Singer may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
(aa) that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that N+1 Singer or the
Company may call upon it to acquire for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
(bb) that neither N+1 Singer 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
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 N+1 Singer and that N+1 Singer do not
have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor for the
exercise or performance of any of the N+1 Singer's rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
(cc) that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. None of N+1 Singer, the Company or any
of their respective Affiliates will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify each of
N+1 Singer, the Company and any of their respective Affiliates in
respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of N+1
Singer who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
(dd) that these Terms and Conditions and any agreements entered
into by it pursuant to these Terms and Conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the courts of England and Wales as
regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity
or termination of such contract or relating to any non-contractual
or other obligation arising out of or in connection with 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 N+1 Singer or the
Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
(ee) that each of N+1 Singer, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings,
confirmations and acknowledgements set forth herein and which are
given to N+1 Singer on their own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises each of
N+1 Singer and the Company to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
(ff) that it will indemnify on an after-tax basis and hold each
of N+1 Singer, the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach of the representations, warranties,
acknowledgements, agreements, confirmations and undertakings in
this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
(gg) acknowledges that it irrevocably appoints any director of
any of N+1 Singer as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
(hh) that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note or
electronic communication will continue notwithstanding any
amendment that may in future be made to the Terms and Conditions of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or N+1 Singer's conduct of the Placing;
(ii) that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of N+1 Singer, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment, has so conducted its own investigation to the extent
that it deems necessary to enable it to make an informed investment
decision and is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk, and (v) it
will not look to the Company, N+1 Singer, any of their respective
Affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
(jj) acknowledges and agrees that none of N+1 Singer, the
Company, any of their Affiliates or any person acting on behalf of
any of them owe any fiduciary or other duties to it or any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement or otherwise;
(kk) understands and agrees that it may not rely on any
investigation that N+1 Singer or any person acting on its behalf
may or may not have conducted with respect to the Company and its
Affiliates or the Placing and N+1 Singer have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the purchase of the Placing Shares,
or as to the condition, financial or otherwise, of the Company and
its Affiliates, or as to any other matter relating thereto, and
nothing herein shall be construed as a recommendation to it to
purchase the Placing Shares;
(ll) acknowledges and agrees that it will not hold N+1 Singer or
any of their Affiliates or any person acting on their behalf
responsible or liable for any misstatements in or omission from any
publicly available information relating to the Group or information
made available (whether in written or oral form) relating to the
Group (the "Information") and that neither N+1 Singer nor any
person acting on behalf of N+1 Singer, makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
(mm) that in connection with the Placing, N+1 Singer and any of
their Affiliates acting as an investor for its own account may
(with the consent of the Company) take up shares in the Company and
in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
offered or placed should be read as including any offering or
placement of such shares in the Company to N+1 Singer and any of
their Affiliates acting in such capacity. In addition N+1 Singer
may enter into financing arrangements and swaps with investors in
connection with which N+1 Singer may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. Neither N+1 Singer nor any of their Affiliates
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
(nn) acknowledges that (i) the Placing Shares have not been and
will not be registered or otherwise qualified under the Securities
Act or under the securities laws of any state or other jurisdiction
of the United States, nor approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the United States or any other United States regulatory
authority; (ii) the Placing Shares are being offered and sold (a)
in the United States to QIBs in accordance with Rule 144A or
pursuant to an exemption from the registration requirements of the
Securities Act in a transaction not involving any "public
offering", (b) outside the United States in reliance on Regulation
S, or (c) pursuant to another transaction exempt from or not
subject to the registration requirements of the Securities Act and
(iii) the Placing Shares may not be reoffered, resold, pledged or
otherwise transferred except in transactions not requiring
registration under the Securities Act;
(oo) that N+1 Singer and their Affiliate's may have engaged in
transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in
the ordinary course of their business with the Company and/or its
Affiliates for which they would have received customary fees and
commissions and that N+1 Singer and their Affiliates may provide
such services to the Company and/or its Affiliates in the
future;
(pp) represents and warrants that, unless it is a QIB in the
United States to whom the Placing Shares will be offered on a
private placement basis, (a) each of it and each beneficial owner
of the Placing Shares for whom it is acting is and at the time the
Placing Shares are acquired will be, located outside the United
States and is and will be acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S and (b) it will not offer or sell, directly or
indirectly, any of the Placing Shares except in an "offshore
transaction" in accordance with Regulation S or in the United
States pursuant to Rule 144A or another exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act; and
(qq) that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or it is located outside the United States and it
is not acquiring any of the Placing Shares as a result of any form
of directed selling efforts (as defined in Regulation S).
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as N+1 Singer (for their own benefit
and, where relevant, the benefit of their Affiliates and any person
acting on their behalf) and are irrevocable. Each Placee, and any
person acting on behalf of a Placee, acknowledges that none of N+1
Singer, the Company, any of their Affiliates, agents, advisors,
directors, officers or employees owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or
otherwise.
Neither N+1 Singer nor the Company are liable to bear any stamp
duty or stamp duty reserve tax or any other similar duties or taxes
(transfer taxes) that arise on a sale of Placing Shares if there
are any such arrangements, or any arrangements that arise
subsequent to their acquisition by Placees or for transfer taxes
arising otherwise than under the laws of Guernsey or the United
Kingdom. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold the N+1
Singer and/or the Company and their Affiliates harmless from any
and all interest, fines or penalties in relation to transfer taxes
to the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
Each Placee acknowledges and is aware that N+1 Singer is
receiving a fee in connection with its role in respect of the
Placing.
When a Placee or person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from N+1 Singer's
money in accordance with the client money rules and will be used by
N+1 Singer in the course of its own business; and the Placee will
rank only as a general creditor of N+1 Singer.
All times and dates in this Announcement may be subject to
amendment by the Company (in its absolute discretion). N+1 Singer
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser
being (i) if you are resident in the United Kingdom, a financial
adviser who is authorised under the Financial Services and Markets
Act 2002, as amended, or (ii) another appropriately authorised
professional.
The rights and remedies of N+1 Singer and the Company under
these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to N+1
Singer:
(a) if the Placee is an individual, the Placee's nationality;
or
(b) if the Placee is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
DEFINITIONS
Unless otherwise stated, in this Announcement:
"Affiliate" has the meaning given in Rule 501(b) of Regulation D
under the Securities Act or Rule 405 under the Securities Act, as
applicable;
"Announcement" means this Announcement (including the Appendix
to this Announcement);
"Board" means the board of directors of the Company;
"Business Day" means any day on which banks are generally open
in England and Guernsey for the transaction of business, other than
a Saturday, Sunday or public holiday;
"Company" means Raven Property Group Limited;
"Company Buyback Agreement" means the off market share sale and
purchase and commitment to sell agreement between, amongst others,
the Company and IAML and dated on or around the date of this
Announcement;
"Completion" means completion of the Proposed Transaction;
"Conditions" the conditions to the Placing as defined in the
section of the Appendix to the Announcement entitled "Conditions of
the Placing";
"Confirmation Process" means the process to be commenced by N+1
Singer after this Announcement has been released to confirm placees
for the Placing Shares, as described in this Announcement and
subject to the Terms and Conditions set out in this
Announcement;
"CREST" means the computerised settlement system to facilitate
transfer of title to an interest in securities in uncertificated
form operated by Euroclear UK & Ireland;
"EEA" means European Economic Area;
"Exchange Information" has the meaning given to it in paragraph
(c) under the heading "Representations and warranties" in the
Appendix to this Announcement;
"Executive Management" means Anton Bilton, Glyn Hirsch, Adrian
Baker, Igor Bogorodov, Colin Smith and Mark Sinclair (and their
related entities);
"FCA" means the UK Financial Conduct Authority or its successor
from time to time;
"FSMA" means the Financial Services and Markets Act 2000 of the
United Kingdom;
"General Meeting" means the general meeting of the Company where
the resolutions required to be approved by Ordinary Shareholders
for the Company to complete the Proposed Transaction will be
proposed;
"Group" means the Company and its subsidiary undertakings;
"IAML" means Invesco Asset Management Limited (acting as agent
for its underlying funds);
"Information" has the meaning given to it in paragraph (ll)
under the heading "Representations and warranties" in the Appendix
to this Announcement;
"Invesco Sale Agreements" means the Joint Venture Sale Contract
and the Company Buyback Agreement;
"Joint Venture Sale Contract" means the share purchase agreement
between, amongst others, Raven Holdings Limited and IAML and dated
on or around the date of this Announcement;
"Law" means the Companies (Guernsey) Law, 2008, as amended which
is in force in Guernsey and applies to the Company;
"Listing Rules" means the rules of the FCA relating to companies
admitted to the Official List;
"London Stock Exchange" means the London Stock Exchange Group
plc;
"MAR" means the UK version of Regulation (EU) No. 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018;
"N+1 Singer" means Nplus1 Singer Capital Markets Ltd;
"Official List" means the official list of the FCA;
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 of the United Kingdom;
"Ordinary Placing Price" means 21.6 pence per Ordinary
Share;
"Ordinary Share" means an ordinary share of GBP0.01 each in the
capital of the Company;
"Ordinary Shareholders" means the holders of the Ordinary
Shares;
"Placee" means any person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to purchase the
Placing Shares has been given;
"Placing" means the placing of the Placing Shares by N+1 Singer,
on behalf of the Company;
"Placing Price" means 21.6 pence per Ordinary Share and 90.8
pence per Preference Share;
"Placing Shares" means the up to 46,824,074 existing Ordinary
Shares and up to 31,071,616 existing Preference Shares held by
IAML's underlying funds to be sold pursuant to the Placing;
"Preference Placing Price" means 90.8 pence per Preference
Share;
"Preference Shareholder Meeting" means the class meeting of the
Company where the resolutions required to be approved by the
Preference Shareholders for the Company to complete the Proposed
Transaction will be proposed;
"Preference Shareholders" means holders of the Preference
Shares;
"Preference Shares" means the 12 per cent. cumulative redeemable
preference shares of GBP0.01 each;
"Prospectus Regulation" means the UK version of Regulation (EU)
No. 2017/1129 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018;
"QIB" means a qualified institutional buyer as defined in Rule
144A;
"Quilter Investors" means Quilter Investors Limited;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulations" means the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
of the United Kingdom;
"Regulatory Authority" means the FCA, the UK Takeover Panel and
any other governmental, state or federal regulator, department,
agency, body or office whether in the United Kingdom, Guernsey or
elsewhere in the world having authority or jurisdiction in respect
of the Company or the Proposed Transaction.
"Regulatory Information Service" or "RIS" means an information
service that is approved by the London Stock Exchange;
"Relevant Persons" has the meaning given to it under the heading
"Important Information on the Placing for Invited Placees Only" in
the Appendix to this Announcement;
"Restricted Territory" means the United States, Australia,
Canada, Japan or South Africa or any jurisdiction in which the
release, publication or distribution of this Announcement is
restricted, unlawful or unauthorised;
"Results Announcement" has the meaning given to it in paragraph
3 under the heading "Participation in, and principal terms of, the
Placing" in the Appendix to this Announcement;
"Rule 144A" means Rule 144A under the Securities Act;
"Schroders" means Schroder Investment Management Limited;
"Securities Act" means the US Securities Act of 1933, as
amended;
"Terms and Conditions" means the terms and conditions of the
Placing set out in the Appendix to this Announcement;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia; and
"US person" means any person who is a US person within the meaning of Regulation S.
"VTB Bank" means VTB Bank (PJSC)
"VTB Capital" means VTB Capital plc
"GBP" means the lawful currency of the United Kingdom;
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGZGZMGVLGMZM
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January 26, 2021 05:15 ET (10:15 GMT)
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