TIDMRCDO
RNS Number : 9078E
Ricardo PLC
11 November 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
11 November 2020
Ricardo plc
("Ricardo", the "Group" or the "Company")
Proposed placing of New Shares
Ricardo (LSE: RCDO.L) today announces its intention to conduct a
non-pre-emptive placing (the "Placing") of up to 7,981,809 new
ordinary shares of 25 pence each in the capital of the Company (the
"Placing Shares") at a price of 333 pence per Placing Share (the
"Placing Price").
In conjunction with the Placing, certain directors of the
Company, including Dave Shemmans and Ian Gibson, intend to
subscribe (the "Subscription") for 29,128 new ordinary shares of 25
pence each in the capital of the Company (the "Subscription
Shares") at the Placing Price, and in aggregate to contribute
approximately GBP97,000.
In addition to the Placing and Subscription, there will be an
offer made by the Company on the PrimaryBid platform of up to
801,093 new ordinary shares of 25 pence each in the capital of the
Company (the "Retail Shares") at the Placing Price (the "Retail
Offer"), to provide retail investors with an opportunity to
participate in the fundraise. A separate announcement will be made
shortly regarding the Retail Offer and its terms.
It is intended that the Placing, the Subscription and the Retail
Offer (together, the "Fundraise") will result in the Company
raising total gross proceeds of up to approximately GBP29.3
million. Together, the total number of Placing Shares, Subscription
Shares and Retail Shares (together, "New Shares") represent up to
approximately 16.5 per cent. of the Company's existing issued share
capital.
The Placing, which is being conducted by way of an accelerated
bookbuild (the "Bookbuild"), available to existing and new
qualifying investors, will be launched immediately following the
release of this announcement and is subject to the terms and
conditions set out in the Appendix to this announcement (such
announcement and its appendices together being this
"Announcement").
Liberum Capital Limited ("Liberum") and Investec Bank plc
("Investec") are each acting as Joint Bookrunner and Joint
Corporate Broker (together the "Joint Bookrunners"). N.M.
Rothschild & Sons Limited ("Rothschild & Co") is acting as
financial adviser to the Company.
Q1 Trading Update
The Group has separately announced today a trading update for
the first quarter of its FY21 financial year from 1 July 2020 to 30
September 2020 (the "Trading Update"). This announcement should be
read in conjunction with the Trading Update.
In the quarter to 30 September 2020, overall order intake was
strong at GBP105m, up 19% on the quarter to 30 September 2019 ("the
prior period"). This was also up on the GBP70m of orders received
in the quarter ended 30 June 2020. All segments delivered an
increase in order intake compared to the prior period except for
Performance Products which, as expected, received fewer orders in
respect of McLaren engines.
Whilst the level of orders received in the first quarter has
been strong, the automotive order intake did include over GBP20m in
respect of two large multi-year programmes which are workable over
a longer period. In addition, the Company continues to experience
challenging conditions in Automotive & Industrial (A&I)
EMEA and expects the order intake that is workable in the short
term to remain at a low level in the remaining months of H1. With
this mix of orders received and forecast, we expect the Group's
revenue and trading performance to be materially more weighted
towards the second half of the current financial year than in
previous years. Historically operating profit phasing has typically
been 40% H1 and 60% H2 and in FY21, as we emerge from the impact of
COVID 19, we expect this to be approximately 25% H1 and 75% H2[1]
including a contribution from the expected HMMWV fleet retrofit
contract in H2, as referred to in the Trading Update.
Rationale for the Fundraise and Use of Proceeds
Despite the strong level of orders secured in Q1 for the Group
as a whole, the Automotive EMEA business continues to receive a
lower than required level of workable orders that are workable in
the short term.
The resilient performance in the Group's other businesses is not
sufficient to offset the lower run rate of orders in Automotive
EMEA which reduces overall Group performance. The broader outlook
for the Automotive sector continues to remain uncertain and we are
now cautiously planning for a more prolonged recovery to pre-Covid
levels in this part of our business.
Given the reduced level of Group profitability over the last
nine months, balance sheet leverage remains high and constrains our
ability to access the bank facilities in place to grow the business
organically. As opportunities arise in the normal course of
business, we will require agility to capitalise on them in a timely
fashion.
Such growth opportunities could include the acceleration of
certain contracts requiring working capital investment, long term
Performance Products programme wins requiring upfront investment,
additional investment in R&D and CAPEX to position the business
well in key new technologies such as hydrogen and
electrification.
Although leverage is expected to reduce during H2 FY21 and
beyond, this will be slow given the time expected to recover from
the impact of Covid-19.
The Fundraise is intended to reset the capital structure of the
Group, reducing leverage to achieve an appropriate level of balance
sheet efficiency and resilience. The net proceeds will be used to
pay down drawn debt facilities, resulting in increased headroom,
lower net debt and lower adjusted leverage, and providing greater
flexibility to:
-- capitalise on opportunities for organic investment as they arise;
-- meet working capital requirements associated with revenue growth; and
-- enable Management to run the business for the medium-term in
an unencumbered way, as the market recovers.
Shareholder consultation
The Company acknowledges that it is seeking to issue New Shares
representing up to 16.5 per cent. of its existing issued ordinary
share capital on a non-pre-emptive basis and has therefore
consulted where possible with the Company's major institutional
shareholders ahead of this Announcement. The Placing structure,
which is consistent with the latest recommendations of the
Pre-Emption Group, has been chosen as it minimises cost, time to
completion, and use of management time in a period of unprecedented
uncertainty for the Group.
In addition, the Board has also considered the effect of the
Fundraise on its retail shareholders and therefore proposes to make
available the Retail Offer to provide retail shareholders the
opportunity to take part in the Fundraise. The consultation with
shareholders has confirmed the Board's view that, given the current
market environment, the Placing, the Subscription and the Retail
Offer are in the best interests of the shareholders and wider
stakeholders in the Ricardo group.
Details of the Placing
The Company and the Joint Bookrunners have entered into a
placing agreement dated 11 November 2020 in connection with the
Placing (the "Placing Agreement").
The Placing will be conducted through the Bookbuild which will
be launched immediately following the release of this Announcement,
in accordance with the terms and conditions of the Placing set out
in the Appendix to this Announcement.
The final number of New Shares will be determined at the close
of the Bookbuild, and the result will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild
and the allocation of the Placing Shares shall be determined by,
and at the absolute discretion of, the Joint Bookrunners and the
Company. The Placing is not underwritten. In conjunction with the
Placing, certain directors intend to subscribe for Subscription
Shares at the Placing Price to contribute approximately GBP97,000
in aggregate.
The New Shares, when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the New Shares to the premium listing
segment of the Official List; and (ii) to London Stock Exchange plc
for admission of the New Shares to trading on its main market for
listed securities (together, "Admission").
Settlement for the New Shares and Admission are expected to take
place on or before 8.00 a.m. on 13 November 2020. The Placing,
Subscription and Retail Offer are conditional upon, amongst other
things, Admission becoming effective and the Placing Agreement not
being terminated in accordance with its terms. The Appendix to this
Announcement sets out further information relating to the Bookbuild
and the terms and conditions of the Placing.
Capitalised terms used but not otherwise defined in the text of
this Announcement are defined in the Appendix of this
Announcement.
-S -
For further information:
Ricardo plc
Dave Shemmans, Chief Executive Officer Tel: 01273 455611
Ian Gibson, Chief Financial Officer Website: www.ricardo.com
Liberum Tel: +44 (0) 20 3100 2000
(Joint Bookrunner and Joint Corporate Broker)
Richard Crawley
Richard Bootle
Ed Phillips
Miquela Bezuidenhoudt
Investec Tel: +44 (0) 20 7597 5970
(Joint Bookrunner and Joint Corporate Broker)
David Flin
Ben Griffiths
Will Fenby
Rothschild & Co Tel: +44 (0) 20 7280 5000
(Financial Adviser to the Company)
Aadeesh Aggarwal
Peter Nicklin
Helena Somervail
Alexander Mitteregger
Newgate Communications Tel: +44 (0) 20 7653 9842
(Financial PR)
Adam Lloyd
About Ricardo plc
Ricardo plc is a global engineering, technical, environmental
and strategic consultancy business. We also manufacture and
assemble low-volume, high-quality and high-performance products and
develop advanced virtual engineering tools for conventional and
electrified powertrains as well as for complex physical
systems.
Our ambition is to be the world's pre-eminent organisation
focused on the design, development and application of solutions to
meet the challenges within the markets of automotive, rail,
environmental & planning, resource management and defence. Our
vision is to create a world fit for the future, and we will achieve
this through the activities of our portfolio of businesses, each of
them underpinned by our talented team of professionals.
Appendix 1 to this Announcement (which forms part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Unless otherwise
stated, capitalised terms in this Announcement have the meanings
ascribed to them in Appendix 2.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE OR FORM ANY PART OF
AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN ANY JURISDICTION.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold, directly or indirectly, in or into the United States except
pursuant to an applicable 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
Placing Shares is being made in the United States.
No action has been taken by the Company, Liberum Capital Limited
("Liberum"), Investec Bank plc ("Investec"), N.M. Rothschild &
Sons Limited ("Rothschild & Co") or any of their respective
Affiliates, or any of its or their respective Representatives, that
would, or is intended to, permit an offer of the Placing Shares or
the possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement. The
distribution of this Announcement, and the Placing and/or the offer
or sale of the Placing Shares, may be restricted by law in certain
jurisdictions. 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. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do
so.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation ("Qualified Investors"), (b) in the United
Kingdom, Qualified Investors who (i) have professional experience
in matters relating to investments and fall within the definition
of "investment professionals" in Article 19(5) of the Order or (ii)
are persons who fall within Article 49(2)(a) to (d) of the Order,
and (c) otherwise, persons to whom it may otherwise lawfully be
communicated (each such person in (a), (b) and (c), a "Relevant
Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward--looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward--looking statements. These forward-looking
statements, which may use words such as "aim", "anticipate",
"believe", "could", "intend", "estimate", "expect", "may", "plan",
"project" or words or terms of similar meaning or the negative
thereof, are not guarantees of future performance and are subject
to known and unknown risks and uncertainties. There are a number of
factors including, but not limited to, commercial, operational,
economic and financial factors, that could cause actual results,
financial condition, performance or achievements to differ
materially from those expressed or implied by these
forward--looking statements. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control
or estimate precisely, such as changes in taxation or fiscal
policy, future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of governments
or governmental regulators, or other risk factors, such as changes
in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or
conditions, including inflation, recession and consumer confidence,
on a global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, Liberum,
Investec and Rothschild & Co expressly disclaims any obligation
or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation.
Liberum is authorised and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA"). Investec is authorised by
the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the FCA and the PRA. Liberum and Investec are
each acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or other matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for giving advice in relation to the Placing or any other matter
referred to in this Announcement.
N. M. Rothschild & Sons Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting for the Company and no one else in relation to the
transactions and arrangements described in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of N. M. Rothschild
& Sons Limited nor for providing advice in relation to the
proposed transaction.
This Announcement is being 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 or on
behalf of Liberum, Investec or Rothschild & Co (apart from the
responsibilities or liabilities that may be imposed by the FSMA or
the regulatory regime established thereunder) or by their
respective Affiliates or any of their respective Representatives
for the contents of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers or any other statement made or
purported to be made by or on behalf of Liberum, Investec or
Rothschild & Co or any of their respective Affiliates or any of
their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor
is expressly disclaimed. No representation or warranty, express or
implied, is made by Liberum, Investec or Rothschild & Co or any
of their respective Affiliates or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is
not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share, income, cash flow from operations or free cash flow for
the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share, income, cash flow from operations or free cash
flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA ("Restrictions on financial
promotion") does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
Appendix 1 to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendices) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in
Appendix 1 to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in Appendix 1 to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the 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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients or eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Liberum and Investec will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
Appendix 1
Terms And Conditions Of The Placing
Important Information For Invited Placees Only Regarding The
Placing
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION) ("QUALIFIED
INVESTORS"), (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE ORDER, OR (II) ARE PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (C) OTHERWISE, PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH SUCH PERSON IN (A),
(B) AND (C), A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR
RELY ON THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE
APPICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) DOES NOT ITSELF
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT (AND
THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT, OR UNDER THE APPLICABLE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACING SHARES.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
Persons who are invited to and who choose to participate in the
Placing of the Placing Shares by making an oral or written offer to
acquire Placing Shares, including any individuals, funds or others
on whose behalf a commitment to acquire Placing Shares is given,
will be deemed to have read and understood this Announcement
(including the Appendices) in its entirety and to be making such
offer on the terms and conditions, and to be providing (and shall
only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, indemnities,
acknowledgements, undertakings and agreements, contained in this
Appendix. In particular, each such Placee represents, warrants,
acknowledges and agrees that:
1. 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;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including the Appendices);
4. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly
or indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
5. it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares are (i) outside the United States
and will be outside the United States at the time the Placing
Shares are acquired by it and (ii) acquiring the Placing Shares in
an "offshore transaction" within the meaning of Regulation S;
and
6. the Company and the Banks will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
No representation is made by either of the Banks to any Placees
regarding an investment in the Placing Shares.
Bookbuild
The Banks will today commence the Bookbuild to determine demand
for participation in the Placing by Placees. The book will be open
with immediate effect following the release of this Announcement.
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.
Members of the public are not entitled to participate.
The Banks and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into an agreement (the "Placing
Agreement") with the Banks under which, subject to the terms and
conditions set out therein, each of the Banks has agreed, severally
and not jointly or jointly and severally, as agent for and on
behalf of the Company, to use its reasonable endeavours to procure
Placees for the Placing Shares at a price of 333 pence per Placing
Share. The Banks are acting as joint bookrunners in connection with
the Placing.
The price per Ordinary Share at which the Placing Shares are to
be placed is the Placing Price and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of an agreement between the Company and the Banks
recording the final details of the Placing (the "Term Sheet"). The
timing of the closing of the Bookbuild, pricing and allocations are
at the discretion of the Company and the Banks. Details of the
number of Placing Shares and Retail Offer Shares will be announced
as soon as practicable after the close of the Bookbuild.
The Placing Shares and Retail Offer Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the
Placing Shares. The Placing Shares and Retail Offer Shares will be
issued free of any encumbrances, liens or other security
interests.
The Placing will be effected by way of a placing of the Placing
Shares for non-cash consideration. Liberum will subscribe for
ordinary shares and preference shares in JerseyCo for an amount
approximately equal to the net proceeds of the Placing. The Company
will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees in consideration for the transfer to the Company by
Liberum of the ordinary shares and preference shares in JerseyCo
that will be issued to Liberum.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the
Placing Shares and Retail Offer Shares to listing on the premium
listing segment of the Official List and to the London Stock
Exchange for admission of the Placing Shares and Retail Offer
Shares to trading on its main market for listed securities.
It is expected that Admission will become effective at or around
8.00 a.m. on 13 November 2020 (or such later date as may be agreed
between the Company and the Banks) and that dealings in the Placing
Shares and Retail Offer Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Each of Liberum and Investec is acting as a joint bookrunner
and agent for the Company in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Banks. The Banks and their respective agents and Affiliates are
each entitled to enter bids in the Bookbuild as principal.
3. The final number of Placing Shares will be determined by the
Company (in consultation with the Banks) following completion of
the Bookbuild. Any discount to the market price of the existing
Ordinary Shares will be determined in accordance with the FCA's
Listing Rules. The final number of Placing Shares to be issued will
be announced on a FCA-listed Regulatory Information Service
following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at either of the Banks. Each bid should state the
number of Placing Shares for which the prospective Placee wishes to
subscribe for at the Placing Price. Bids may be scaled down by the
Banks on the basis referred to in paragraph 11 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the
Banks' consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee's obligations
will be owed to the Company and the Banks. Each Placee will also
have an immediate, separate, irrevocable and binding obligation,
owed to the Banks, as agents of the Company, to pay in cleared
funds immediately on the settlement date, in accordance with the
registration and settlement requirements set out below, an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot to them.
6. The Bookbuild is expected to close later today, but may be
closed earlier or later at the absolute discretion of the Banks.
The Banks may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
the Banks and the Company and will be confirmed orally or in
writing by either of the Banks (as agent for the Company) following
the close of the Bookbuild. Subject to paragraph 5 above, this
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon that person (who will at that point become
a Placee) in favour of the Banks and the Company to subscribe for
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 each
Placee will be deemed to have read and understood this Announcement
(including the Appendices) in its entirety.
8. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
9. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by either of the Banks.
10. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by either of the Banks. The terms of this Appendix will be
deemed incorporated by reference therein.
11. Subject to paragraphs 4 and 5 above, the Banks may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as they may determine.
The Banks may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time. The Company reserves the right (upon agreement with the
Banks) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
12. Except as required by law or regulation, no press release or
other announcement will be made by the Banks 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.
13. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
14. To the fullest extent permissible by law, none of the
Company, the Banks or any of their respective Affiliates or any of
its or their respective Representatives shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Company, the Banks or any of their respective
Affiliates or any of its or their respective Representatives shall
have any responsibility or liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of the
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Banks and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Banks under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
1. the Term Sheet having been executed by the Company and the Banks;
2. the release by the Company of the Placing Results Announcement;
3. each of the representations and warranties of the Company
contained in the Placing Agreement being true and accurate and not
misleading on and as of the date of the Placing Agreement, the time
of execution of the Term Sheet and immediately prior to
Admission;
4. the Subscription and Transfer Agreement and the Option
Agreement having been executed by the parties thereto, there not
having occurred any event which may constitute a breach of any such
agreements and the Subscription and Transfer Agreement and the
Option Agreement having become wholly unconditional (save for any
condition relating to Admission);
5. the Company complying with its obligations, covenants and
undertakings under the Placing Agreement, so far as the same fall
to be performed or satisfied on or prior to Admission;
6. there not having occurred or been disclosed any Material Adverse Effect;
7. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the terms of the Placing Agreement;
and
8. Admission taking place by not later than 8.00 a.m. (London
time) on 13 November 2020 (or such later time and/or date as may be
agreed between the Company and the Banks, being not later than 27
November 2020).
The Banks have discretion to waive compliance with certain of
the conditions and/or agree an extension in time for their
satisfaction. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Banks) or have
become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Banks may agree); or (b) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
Neither the Banks nor any of their respective Affiliates nor any
of their respective Representatives 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 or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is in the absolute discretion of the Banks.
Lock-up
The Company has undertaken that it will not, and will procure
that none of its subsidiaries will, at any time between the date of
the Placing Agreement and the date which is 180 days after the date
of the Placing Agreement, without the prior written consent of the
Banks, enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary carve-outs agreed
between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to consent to waive the undertaking by
the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall be within the
absolute discretion of the Banks, and that they do not need to make
any reference to, consult with, or seek consent from, Placees and
that the Banks shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent or
failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, the Banks are entitled to
terminate the Placing Agreement in the following circumstances,
amongst others: (i) if any of the Company's warranties or
representations is not true and accurate or is misleading at any
time and date at which it is given and made; or (ii) if any of the
conditions have not been satisfied (or waived by the Banks) by the
date specified therein; or (iii) in the good faith opinion of the
Banks, there shall have occurred any Material Adverse Effect; or
(iv) the occurrence of a market disruption event, each as specified
in the Placing Agreement.
Upon notice being given to the Company, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions. If one, but not both, of
the Banks gives notice to the Company, the other Bank shall have
the option, but shall not be obliged, to allow the Placing to
proceed under the terms of the Placing Agreement.
By participating in the Placing, Placees agree that the exercise
or non-exercise by the Banks of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Banks, and that they do not need to make any
reference to, consult with, or seek consent from, Placees and that
the Banks shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared
or submitted to be approved by the FCA or submitted to the London
Stock Exchange or in any other jurisdiction in relation to the
Placing and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published. Placees' commitments will
be made solely on the basis of their own assessment of the Company,
the Placing Shares and the Placing based on the information
contained in this Announcement (including the Appendices) and any
information publicly announced to a Regulatory Information Service
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 trade 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 all other publicly
available information previously and simultaneously published by or
on behalf of the Company by notification to a Regulatory
Information Service 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, the Banks or any other person and none of
the Banks or the Company or any of their respective Affiliates or
any of their respective Representatives will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received. 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 (ISIN:
GB0007370074) following Admission will take place within the CREST
system, subject to certain exceptions. In the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and the Banks may agree that the Placing Shares should be issued in
certificated form. The Banks and the Company reserve the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form or by such other
means as they deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. Placees
should settle against CREST ID: 7BUAG for Liberum and CREST ID: 331
(Member Account: NEWISSUE) for Investec. It is expected that such
contract note or trade confirmation will be despatched on or around
11 November 2020 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by the Banks (or either one of them) as agent for the
Company, and the relevant Bank will enter its delivery (DEL)
instruction into the CREST system. The Banks (or either one of
them) will hold any Placing Shares delivered to this account as
nominee for the Placees until settlement. 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 be on 13 November 2020 on a
T+2 basis and on a delivery versus payment basis in accordance with
the instructions set out in the contract note or trade
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Banks may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the account and benefit of each of the
Banks, 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
may be required to bear any stamp duty or stamp duty reserve tax or
other similar taxes (together with any interest or penalties
thereon) imposed in any jurisdiction which may arise upon the sale
of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on each of the Banks
all such authorities and powers necessary to carry out any such
transaction and agrees to ratify and confirm all actions which each
of the Banks lawfully takes 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
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax or other similar taxes (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Banks or the
Company shall be responsible for the payment thereof.
Placees (or any nominee or other agent acting on behalf of a
Placee) will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each Bank and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
1. it has read and understood this Announcement (including the
Appendices) in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition 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 it undertakes not to redistribute or duplicate this
Announcement and that it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. no offering document or prospectus 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 or other offering document in connection with
Admission, the Bookbuild, the Placing, the Company or the Placing
Shares;
3. the Placing does not constitute a recommendation or financial
product advice and the Banks have not had regard to its particular
objectives, financial situation and/or needs;
4. if it has received any inside information concerning the
Company or its shares or other securities or related financial
instruments in advance of the Placing, that 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
and any delegating acts, implementing acts, technical standards and
guidelines thereunder, prior to the information being made publicly
available;
5. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
subscription and/or acquisition;
6. none of the Banks or the Company or any of their respective
Affiliates or any of their respective Representatives or 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 or the Company or any other person other than this
Announcement, nor has it requested either of the Banks, the Company
or any of their respective Affiliates or any of their respective
Representatives or any person acting on behalf of any of them to
provide it with any such material or information;
7. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including the Appendices) and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company simultaneously with or prior to the date of
this Announcement (the "Publicly Available Information"); (ii) the
Company's Ordinary Shares are listed on the Official List and the
Company is therefore required to publish certain business and
financial information in accordance with MAR, the rules and
practices of the London Stock Exchange and relevant regulatory
authorities (the "Exchange Information"), which includes a
description of the nature of the Company's business, most recent
balance sheet and profit and loss account, and similar statements
for preceding years, and it has reviewed such Exchange Information
as it has deemed necessary or that it is able to obtain or access
the Exchange Information without undue difficulty; and (iii) it has
had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing. 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;
8. (i) none of the Company or the Banks or any of their
respective Affiliates or any of their respective Representatives or
any person acting on their behalf has made any warranties or
representations to it, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
fairness, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly
disclaims any liability in respect thereof; and (ii) it will not
hold the Banks, any of their respective Affiliates, any of their
respective Representatives or any person acting on their behalf
responsible for any misstatements in or omissions from any Publicly
Available Information or any Exchange Information. Nothing in this
paragraph or otherwise in this Announcement excludes the liability
of any person for fraudulent misrepresentation made by that
person;
9. the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Banks nor any
of their respective Affiliates nor any of their respective
Representatives nor any person acting on their behalf has or shall
have any responsibility or liability for any information,
representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of
the Company, including, without limitation, any Publicly Available
Information or 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 or simultaneously
published by or on behalf of the Company or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this Announcement and any Publicly Available Information including
(without limitation) the 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, investigation made or
representations, warranties or statements made by the Banks or the
Company or any of their respective Affiliates or any of their
respective Representatives or any person acting on its or their
behalf and neither of the Banks nor the Company nor any of their
respective Affiliates nor any of their respective Representatives
nor any person acting on its or their behalf 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;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by the Banks or any of
their respective Affiliates or any of their respective
Representatives or any person acting on their behalf and
understands that (i) none of the Banks or any of their respective
Affiliates or any of their respective Representatives or any person
acting on their behalf has or shall have any liability for public
information or any representation; (ii) none of the Banks, any of
their respective Affiliates, any of their respective
Representatives or any person acting on their behalf has or shall
have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this Announcement or otherwise; and
(iii) none of the Banks or any of their respective Affiliates or
any of their respective Representatives or any person acting on
their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this
Announcement or otherwise;
11. in making any decision to acquire the Placing Shares (i) it
has such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates 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 Company and its Affiliates operate, 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 either of
the Banks; (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, the Banks, any of their respective Affiliates, any of
their respective Representatives or any person acting on their
behalf for all or part of any such loss or losses it or they may
suffer;
12. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or
otherwise;
13. (i) unless otherwise specifically agreed with the Banks, it
and each account it represents is not and, at the time the Placing
Shares are acquired, will not be, a resident of Australia, Canada,
the Republic of South Africa, Japan or any other jurisdiction in
which it is unlawful to make or accept an offer to acquire the
Placing Shares; (ii) it and each account it represents is (a)
outside the United States and will be outside the United States at
the time the Placing Shares are acquired by it and (b) acquiring
the Placing Shares in an "offshore transaction" within the meaning
of Regulation S;
14. (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placing Shares in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful; and (ii) it understands, and each
account it represents has been advised, that the Placing Shares
have not been and will not be registered or qualified for
distribution by way of a prospectus under the securities
legislation of the United States, Australia, Canada, the Republic
of South Africa, Japan and, subject to certain exceptions, may not
be offered, sold, acquired, renounced, distributed or delivered or
transferred, directly or indirectly, within or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
15. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any regulatory
authority of any state or other jurisdiction of the United States;
(ii) the Placing Shares are being offered and sold only in an
"offshore transaction" within the meaning of and pursuant to
Regulation S under the Securities Act; and (iii) the Placing Shares
may only be reoffered or resold in transactions exempt from the
registration requirements of the Securities Act and no
representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or
transfer of the Placing Shares;
16. it will not distribute, forward, transfer or otherwise
transmit this Announcement, or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
17. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
18. neither it, nor the person specified by it for registration
as holder of Placing Shares, is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services), it is not
participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability and the Placing Shares
are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance service;
19. it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, MAR and any
delegating acts, implementing acts, technical standards and
guidelines thereunder, and in connection with money laundering and
terrorist financing, under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) 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 the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity, the Banks have not received
such satisfactory evidence, the Banks may, in their absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to the Banks will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
20. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation: (a) 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 any member
state of the EEA other than to Qualified Investors or persons in
the United Kingdom other than Relevant Persons, or in circumstances
in which the prior consent of the Banks has been given to each such
proposed offer or resale; or (b) where Placing Shares will be
acquired by it on behalf of persons in any member state of the EEA
other than Qualified Investors or persons in the United Kingdom
other than Relevant Persons, the offer of those Placing Shares will
not be treated under the Prospectus Regulation as having been made
to such persons;
21. if it is in the United Kingdom, it and any person acting on
its behalf is a Qualified Investor and falls within Article 19(5)
and/or Article 49(2)(a) to (d) of the Order and 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;
22. if it is in a member state of the EEA, it is a "qualified
investor" within the meaning of Article 2(e) of the Prospectus
Regulation;
23. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4)
of the Prospectus Regulation which do not result in any requirement
for the publication of a prospectus pursuant to Article 3 of the
Prospectus Regulation;
24. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require the approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the Banks in
their capacity as an authorised person under section 21 of FSMA and
it may not therefore be subject to the controls which would apply
if it was made or approved as a financial promotion by an
authorised person;
25. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA in the United Kingdom)
with respect to anything done by it in relation to the Placing
Shares;
26. no action has been or will be taken by either the Company or
the Banks or any person acting on behalf of the Company or the
Banks that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required;
27. 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 the acknowledgments,
representations, undertakings and agreements and to give the
indemnities herein on behalf of each such person; and (ii) it is
and will remain liable to the Company and/or the Banks 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). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of
any person for whom it is acting;
28. (i) 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; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has fully observed such laws and obtained
all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in the Banks, the Company or any of their respective
Affiliates or any of their respective Representatives being in
breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing; and (iv) the acquisition 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;
29. it 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;
30. it has the funds available to pay for the Placing Shares it
has agreed to acquire and acknowledges, agrees and undertakes that
it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement (including the Appendices) on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Banks may in their absolute discretion determine and without
liability to such Placee, and it will remain liable for any amount
by which the net proceeds of such sale falls short of the product
of the Placing Price and the number of Placing Shares allocated to
it and may be required to bear any stamp duty or stamp duty reserve
tax or other similar taxes (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;
31. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Banks or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
32. neither the Banks nor any of their respective Affiliates,
nor their respective Representatives nor any person acting on
behalf of any of them, 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 participation
in the Placing is on the basis that it is not and will not be a
client of either of the Banks and the Banks have no duties or
responsibilities to it for providing the protections afforded to
their respective clients or customers or for giving advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of their
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
33. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. Neither the Banks nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify and hold harmless the Company, each of the Banks and
their respective Affiliates and their respective Representatives 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 the
Banks (or either one of them) who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
34. it will indemnify, on an after-tax basis, and hold harmless
the Company, each of the Banks, their respective Affiliates and
their respective Representatives from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising, directly or indirectly, out of or in connection with any
breach by it of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
35. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Banks 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;
36. in connection with the Placing, either of the Banks and any
of their respective Affiliates acting as an investor for its own
account may acquire Placing Shares and in that capacity may
acquire, retain, purchase or sell for its own account such Ordinary
Shares in the Company and any other securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Banks or
their respective Affiliates acting in such capacity. In addition
the Banks may enter into financing arrangements and swaps with
investors in connection with which the Banks may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither the Banks nor their
respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
37. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Banks. The Banks reserve the right to take up a portion of the
securities in the Placing as a principal position at any stage at
their sole discretion, inter alia, to take account of the Company's
objectives, MiFID II requirements and/or their allocation
policies;
38. its commitment to acquire the Placing Shares on the terms
set out in this Announcement (including the Appendices) and in the
contract note or trade confirmation will continue notwithstanding
any amendment that may in the future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Banks' conduct of the Placing;
39. neither the Company nor the Banks owes any fiduciary or
other duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or
indemnities in the Placing Agreement;
40. it may not rely on any investigation that any of the Banks
or any person acting on its behalf may or may not have conducted
with respect to the Company and its Affiliates, the Placing Shares
or the Placing and the Banks have not made any representation or
warranty to it, express or implied, with respect to the suitability
or merits of any transactions it may enter into in connection with
the Placing, or as to the condition, financial or otherwise, of the
Company and its Affiliates, or as to any other matter relating
thereto, and no information has been prepared by, or is the
responsibility of, the Banks for the purposes of the Placing;
41. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including 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 it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such agreements and such non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Banks 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; and
42. the Company, the Banks, their respective Affiliates and
their respective Representatives and others will rely upon the
truth, accuracy and enforceability of the acknowledgements,
representations, warranties, indemnities, undertakings and
agreements set forth herein and which are given to each of the
Banks on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and the Banks
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. It agrees that if any of the
acknowledgements, representations, warranties, undertakings and
agreements made in connection with its subscribing and/or acquiring
of Placing Shares is no longer true, accurate or enforceable, it
shall promptly notify the Company and the Banks.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to the
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company of the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty and representation from each Placee that, the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Banks will be responsible and each Placee shall indemnify on an
after-tax basis and hold harmless the Company, each of the Banks,
their respective Affiliates and their respective Representatives
for any stamp duty or stamp duty reserve tax paid or otherwise
payable by them in respect of any such arrangements or dealings. In
those circumstances, each Placee should seek its own advice and
notify the Banks accordingly.
Neither the Company nor the Banks is liable to bear 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 in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company, each
of the Banks, their respective Affiliates and their respective
Representatives from any and all interest, fines or penalties in
relation to any such duties or taxes.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Banks accordingly.
Miscellaneous
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Banks and/or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that each of the Banks is
receiving a fee, by way of a commission, in connection with its
role in respect of the Placing as detailed in the Placing
Agreement. When a Placee or person acting on behalf of the Placee
is dealing with either of the Banks any money held in an account
with the relevant Bank 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 FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Bank's money in accordance with the client money rules and will be
used by the relevant Bank in the course of its own business; and
the Placee will rank only as a general creditor of the relevant
Bank.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks 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.
Time is of the essence as regards each Placee's obligations
under this Appendix.
If a Placee is a discretionary fund manager, it may be asked to
disclose, in writing or orally to the Banks, the jurisdiction in
which the funds are managed or owned.
All times and dates in this Announcement may be subject to
amendment by the Banks and the Company (in their absolute
discretion). The Banks shall notify the Placees and any persons
acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means, in relation to
any payment made to the Company, the Banks or their respective
Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after
taking into account any tax chargeable (or which would be
chargeable but for the availability of any relief unrelated to the
loss, damage, cost, charge, expense or liability against which the
indemnity is given on such amount (including on the increased
amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP" "GBP", "pounds", "pound sterling" or "sterling",
"p", "penny" or "pence" are to the lawful
currency of the UK;
"Admission" means the admission of the Placing Shares
to the premium listing segment of the Official
List and to trading on the London Stock
Exchange's Main Market for listed securities;
"Affiliate" any group undertaking as defined in section
1161 of the Companies Act 2006 or associated
undertaking as defined in section 449 of
the Corporation Tax Act 2010;
"Announcement" means this announcement and its appendices;
"Banks" means Liberum and Investec;
"Bookbuild" means the bookbuilding process to be commenced
by the Banks to use reasonable endeavours
to procure placees for the Placing Shares,
as described in this Announcement and subject
to the terms and conditions set out in
this Announcement and the Placing Agreement;
"certificated" or means in respect of a share or other security,
"in certificated not in uncertificated form;
form"
"Company" means Ricardo plc;
"CREST" means the relevant system (as defined in
the Uncertificated Securities Regulations
2001 ( SI 2001 No. 3755)) in respect of
which Euroclear is the Operator (as defined
in such regulations) in accordance with
which securities may be held and transferred
in uncertificated form;
"Euroclear" means Euroclear UK & Ireland Limited;
"FCA" means the UK Financial Conduct Authority;
" FSMA" means the Financial Services and Markets
Act 2000 (as amended);
"Group" means the Company and its subsidiary undertakings
"Investec" Investec Bank plc;
"JerseyCo" means Project Star Funding Limited, a Jersey
incorporated subsidiary of the Company;
"Liberum" Liberum Capital Limited;
"Listing Rules" means the listing rules made by the FCA
pursuant to Part VI of FSMA;
"London Stock Exchange" means London Stock Exchange plc;
"Material Adverse means a material adverse change (whether
Effect" or not foreseeable as at the date of this
Agreement) in, or any development reasonably
likely to result in a material adverse
change in, the condition (financial, operational,
legal or otherwise), prospects, earnings
or business affairs of the Group taken
as a whole, whether or not arising in the
ordinary course of business;
"MAR" means the Market Abuse Regulation (EU)
No. 596/2014;
"Official List" means the Official List of the FCA;
"Option Agreement" means the option agreement entered into
between the Company, Liberum and JerseyCo
on or about the date hereof;
"Order" means the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005,
as amended;
"Ordinary Shares" means ordinary shares of GBP0.25 each in
the capital of the Company;
"Placee" means a person procured by either of the
Banks to subscribe for Placing Shares;
"Placing Agreement" has the meaning given to it in Appendix
1 to this Announcement;
"Placing Price" means 333 pence per Placing Share;
"Placing Results means the announcement to be published
Announcement" by the Company confirming the results of
the Placing via a Regulatory Information
Service following the execution of the
Term Sheet;
"Placing Shares" has the meaning given in paragraph 1 of
this Announcement;
"Placing" has the meaning given in paragraph 1 of
this Announcement;
"PRA" or "Prudential means the UK Prudential Regulation Authority;
Regulation Authority"
"Prospectus Regulation" means Regulation (EU) 2017/1129;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information has the meaning given in Appendix 1.1 of
Service" the Listing Rules;
"Relevant Person" has the meaning given to it in Appendix
1 to this Announcement;
"Representatives" means in relation to a person, each of
its directors, officers, partners, employees,
advisers or agents;
"Retail Offer" the offer of new Ordinary Shares made to
private investors through the PrimaryBid
platform
"Retail Offer Shares" new Ordinary Shares to be allotted and
issued pursuant to the Retail Offer
"Rothschild & Co" N.M. Rothschild & Sons, Limited
"Securities Act" means the U.S. Securities Act of 1933,
as amended;
"Subscription and means the subscription and transfer agreement
Transfer Agreement" entered into between the Company, Liberum
and JerseyCo on or about the date hereof;
"subsidiary" or "subsidiary each have the meaning given to such term
undertaking" in the Companies Act 2006;
"Term Sheet" has the meaning given to it in Appendix
1 to this Announcement;
"uncertificated" means in respect of a share or other security,
or "in uncertificated where that share or other security is recorded
form" on the relevant register of the share or
security concerned as being held in uncertificated
form in CREST and title to which may be
transferred by means of CREST;
"United Kingdom" means the United Kingdom of Great Britain
or "UK" and Northern Ireland; and
"United States" or means the United States of America, its
"US" territories and possessions, any state
of the United States of America and the
District of Columbia.
[1] This is an estimate only and not intended to be a forecast
of actual results or profits.
, 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
IOEURAORRKUAAUA
(END) Dow Jones Newswires
November 11, 2020 02:00 ET (07:00 GMT)
Ricardo (LSE:RCDO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ricardo (LSE:RCDO)
Historical Stock Chart
From Jul 2023 to Jul 2024