TIDMRNWH
RNS Number : 4321N
Renew Holdings PLC
09 May 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
Renew Holdings plc
("Renew", the "Company" and the "Group")
Acquisition and Placing
Materially earnings enhancing acquisition of QTS Group Ltd to
complement existing rail infrastructure business for GBP80m
Placing to raise GBP45m, to part fund acquisition
Renew Holdings plc (AIM: RNWH), the Engineering Services Group
supporting UK infrastructure, announces the proposed acquisition of
100% of the issued share capital of QTS Group Limited ("QTS"), a
leading specialist independent rail contractor based in Scotland
(the "Acquisition"), for a cash consideration of GBP80m (the
"Consideration"). The Group also announces a placing to raise gross
proceeds of GBP45m (the "Placing") to part-fund the
Acquisition.
Acquisition Highlights & Rationale
-- QTS is an excellent fit with Renew's established and proven acquisition strategy
-- QTS has a longstanding relationship with Network Rail,
operating under long-term framework positions, and is well
positioned for Control Period 6 where Network Rail's spending will
focus on renewal and maintenance
-- The Acquisition will increase Renew's market share, footprint
and specialist positioning in the Rail market, a market with high
barriers to entry
-- Adds complementary services to the existing Group's Rail offering
-- Builds on Renew's established and proven strategy to grow
through selective acquisitions of businesses with a focus on
non-discretionary operational expenditure
-- The Acquisition and Placing are expected to be materially
earnings enhancing; the return on investment is expected to
comfortably exceed Renew's cost of capital
-- Completion of the Acquisition will occur on 10 May 2018,
following completion of the Placing
The Placing
Numis, on behalf of Renew, has placed 12,676,056 new ordinary
shares of 10 pence each ("Ordinary Shares") at a price of 355 pence
per share with new and existing investors, raising GBP45.0m
(approximately GBP43.4m net of placing costs) and representing
approximately 20% of the Company's existing issued share capital
(the "Placing Shares").
The net proceeds of the Placing will be used to fund part of the
Consideration, with the balance of the Consideration (plus
associated transaction costs) to be funded from new debt facilities
provided by Renew's existing lending bank HSBC, comprising a GBP35m
four year term loan, GBP20m revolving capital facility and GBP10m
overdraft facility, which together replace all existing debt
facilities.
The Placing will allow the Group to maintain a strong balance
sheet with a conservative gearing level, in line with its strategy.
On a pro forma enlarged Group basis (aggregating Renew's Sep-17
annual results and QTS' Mar-18 annual results), Renew's net debt
will represent less than one times historic EBITDA.
All of the directors of the Company will subscribe for Placing
Shares in the Placing. Further details are included below.
Paul Scott, CEO of Renew, commented:
"We are delighted to welcome the management and staff of QTS to
the Renew group. This is a very complementary and earnings
enhancing acquisition that aligns with our established and proven
strategy, strengthening our position in the UK infrastructure
market. QTS has grown to become a leading and well respected brand
in the Rail sector and we very much look forward to supporting its
ambition for continued growth including opportunities via
collaboration across our expanded range of services in this
sector."
Alan McLeish, Managing Director of QTS, commented:
"QTS is delighted to be joining the Renew Group and we very much
look forward to the future as part of a larger group. The
transaction will provide opportunities to expand our market share
and benefit from the synergies with their existing successful
brands working in highly regulated sectors. It was important to
attract an owner with relevant expertise to support our growth
ambitions without compromise to customer service or staff loyalty,
the Renew business model fits perfectly with these
aspirations."
For further information, contact:
Renew Holdings plc www.renewholdings.com
Paul Scott, Chief Executive Contact via Walbrook PR
Sean Wyndham-Quin, Group Finance
Director
Numis
Stuart Skinner / Kevin Cruickshank
(Nominated Adviser)
Michael Burke (Corporate Broker) 020 7260 1000
Walbrook PR 020 7933 8780 or renew@walbrookpr.com
Paul McManus Mob: 07980 541 893
Lianne Cawthorne Mob: 07584 391 303
About Renew Holdings plc
Engineering Services, which accounts for over 80% of Group
revenue and 90% of operating profit, focuses on the key markets of
Energy (including Nuclear), Environmental and Infrastructure, which
are largely governed by regulation and benefit from
non-discretionary spend with long-term visibility of committed
funding.
Specialist Building focuses on the High Quality Residential
market in London and the Home Counties.
For more information please visit the Renew Holdings plc
website: www.renewholdings.com
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation which came into
effect on 3 July 2016.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Group and/or the enlarged Group ("forward-looking statements")
which reflect various assumptions concerning anticipated results
taken from the Group's and/or the enlarged Group's current business
plan or from public sources which may or may not prove to be
correct. These forward looking statements can be identified by the
use of forward looking terminology, including the terms
"anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Information on QTS
Headquartered in Drumclog, Scotland, and with eight operational
bases across the UK, QTS is a specialist independent rail
contractor, providing services to the Rail sector with a focus on
non-discretionary operational expenditure that is driven by
regulation. QTS was founded in 1992 by Alan McLeish, and prior to
the Acquisition QTS remains primarily owned by Mr McLeish and his
family. The business has a directly employed workforce of over 300,
which is supplemented through the use of contractors as demand
dictates - a very similar operating model to Renew.
Services provided by QTS include Civil Asset Management,
Geotechnical and Earthworks, Fencing, Devegetation, Drainage,
Specialist Plant Hire and Training. In the financial year ended 31
March 2018, over 90% of QTS' revenue was ultimately derived from
Network Rail, with services predominantly underpinned by long term
framework positions. Importantly, and in line with Renew's own
operating model, QTS work is undertaken through non-discretionary
operating expenditure budgets. QTS also enjoys high barriers to
entry in its chosen markets, through (i) its owned specialist RRV
plant fleet, (ii) Network Rail accreditations, and (iii) the
qualifications and relationships of its directly employed
workforce.
The experienced and strong operational management team of QTS
are being retained to continue to drive the business forward under
Renew's ownership. In line with Renew's operating model, the QTS
brand will be retained and the business will operate as a
standalone subsidiary, with Group oversight and support.
The summarised financial history of QTS is set out below. This
illustrates some of the key financial attractions of the business,
including a higher profit margin than Renew, strong cash
generation, and good profit growth:
GBPm Year to 31 Year to 31 Year to 31
March 2016 March 2017 March 2018*
-------------------------- ------------ ------------ -------------
Revenue 70.9 71.9 69.6
-------------------------- ------------ ------------ -------------
Gross profit 14.8 17.5 19.8
-------------------------- ------------ ------------ -------------
Adjusted EBITDA 8.0 11.7 12.0
-------------------------- ------------ ------------ -------------
Adjusted Operating
profit 5.4 8.9 9.2
-------------------------- ------------ ------------ -------------
Free cashflow 3.8 7.2 10.0
-------------------------- ------------ ------------ -------------
Gross profit % 20.9% 24.3% 28.4%
-------------------------- ------------ ------------ -------------
Adjusted EBITDA % 11.3% 16.3% 17.2%
-------------------------- ------------ ------------ -------------
Adjusted operating
profit % 7.6% 12.4% 13.2%
-------------------------- ------------ ------------ -------------
EBITDA to FCF conversion
% 47.7% 61.4% 83.3%
-------------------------- ------------ ------------ -------------
* Renew estimates based on 10 months' actual and 2 months'
forecast for the YE 31 March 2018, extracted from vendor due
diligence report and based on unaudited management accounts
prepared by QTS management and QTS management forecasts
incorporating conservative adjustments for integration into Renew
model.
Strategic Fit
The Acquisition is in line with Renew's model of complementing
organic growth with selective acquisitions that meet its
established strategy:
-- Be a key provider of engineering services in our target
markets - QTS provides renewal and maintenance engineering services
to the Rail sector
-- To focus on asset support, maintenance and renewals
programmes with non--discretionary funding - QTS maintenance
operations undertaken primarily through Network Rail's
non-discretionary operational expenditure budget
-- To expand our direct delivery model through strong local
brands - QTS employs a direct delivery model, and its brand is well
established in the UK Rail market
-- To establish long-term relationships through responsiveness
to clients' needs - QTS has worked on the rail network for over 25
years and is able to respond to events across the rail network
-- To continue to deliver organic growth combined with selective
complementary acquisitions - QTS fulfils Renew's acquisition
criteria, and the combined capabilities broaden the enlarged
Group's service offering.
Spending under Control Period 6 (2019-2024) will increase by 17%
to GBP48bn (CP5 (2014-2019): GBP41bn), but importantly within this,
operations, maintenance, support and renewals will rise by
approximately 25% (source: Network Rail). Therefore the Acquisition
positions the enlarged Group well to seek to maximise the
opportunities available to it under CP6.
The Acquisition and Placing are expected to be materially
earnings enhancing.
Directors' participation
The Company has received notifications each of the directors of
their intention to subscribe for new ordinary shares under the
Placing of the amounts set out below:
Director Interest Aggregate Number Interest Resulting holding
in Ordinary value of of Ordinary in Ordinary of Ordinary
Shares Ordinary Shares Shares Shares as %
Shares to to be acquired immediately of enlarged
be acquired following issued share
(GBP) the Placing capital (immediately
following Admission)
-------------------- ------------- ------------- ---------------- ------------- ----------------------
John Bishop 9,390 20,000.70 5,634 15,024 0.02%
-------------------- ------------- ------------- ---------------- ------------- ----------------------
David Brown - 24,999.10 7,042 7,042 0.01%
-------------------- ------------- ------------- ---------------- ------------- ----------------------
David Forbes 20,000 53,250.00 15,000 35,000 0.05%
-------------------- ------------- ------------- ---------------- ------------- ----------------------
Andries Liebenberg 12,000 20,000.70 5,634 17,634 0.02%
-------------------- ------------- ------------- ---------------- ------------- ----------------------
Paul Scott 22,000 24,999.10 7,042 29,042 0.04%
-------------------- ------------- ------------- ---------------- ------------- ----------------------
Sean Wyndham-Quin - 40,001.40 11,268 11,268 0.01%
-------------------- ------------- ------------- ---------------- ------------- ----------------------
Details of the Placing
The Company has entered into the Placing Agreement with Numis.
Under the terms of the Placing Agreement, Numis has placed
12,676,056 new Ordinary Shares, at a price of 355 pence per share
with new and existing investors, raising gross proceeds of GBP45.0m
before expenses.
The Placing Shares represent approximately 20.3% of the
Company's existing issued Ordinary Share capital and the Placing
Price represents a discount of approximately 14.0% to the closing
mid-market price of 413 pence per Ordinary Share as at 8 May 2018,
being the last practicable date prior to this announcement.
Application has been made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. Admission is
expected to take place at 8.00am on 10 May 2018 and dealings in the
Placing Shares will commence at that time. The Company's total
issued share capital immediately following Admission will consist
of 75,267,507 Ordinary Shares with one voting right per share. The
above figure of 75,267,507 Ordinary Shares may be used by
shareholders as the denominator for the calculations by which they
can determine if they are required to notify their interest in, or
a change to their interest in, the Company following Admission.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirely (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT NOTICE ON THE PLACING FOR INVITED PLACEES ONLY
This Announcement (INCLUDING THE APPIX) (TOGETHER THE
"ANNOUNCEMENT") has been issued by RENEW Holdings plc and is the
sole responsibility of RENEW Holdings plc (the "Company"). The
information in this Announcement is for background purposes only
and does not purport to be full or complete. The material set out
herein is for information purposes only and should not be construed
as, or form any part of, an offer or invitation of securities for
sale, or any invitation to purchase or subscribe for securities in
the United States or any other jurisdiction.
The distribution OR PUBLICATION of this Announcement and the
offering of the Placing Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. No action has been taken by the Company or Numis Securities
LIMITED ("Numis") that would permit an offering of such shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Numis to inform themselves about, and to observe, such
restrictions. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF APPLICABLE LAW AND REGULATION.
This Announcement and the information in it is restricted and is
not for publication, release or distribution, directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or THE REPUBLIC OF South Africa or any
other jurisdiction in which such publication, release or
distribution would be unlawful.
Members of the public are not eligible to take part in the
placing. This Announcement and the terms and conditions contained
herein are for information purposes only and are directed only at:
(a) persons in member states of the European Economic Area who are
qualified investors as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended, ("FSMA") ("Qualified
Investors") being persons falling within the meaning of Article
2(1)(e) of the EU Prospectus Directive (which means Directive
2003/71/EC (AS AMED) and includes any relevant implementing
directive measure in any Member State) (the "Prospectus
Directive"); and (b) in the United Kingdom, to Qualified Investors
who are persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) fall within Article 49(2) (a) to (d)
("High Net Worth Companies, Unincorporated Associations, etc") of
the Order; or (iii) are persons to whom it may otherwise be
lawfully communicated (all such persons in (a) or (b) together
being referred to as "Relevant Persons").
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
enlarged Group ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the group's
current business plan or from public sources which may or may not
prove to be correct. these forward looking statements can be
identified by the use of forward looking terminology, including the
terms 'anticipates', 'target', 'believes', 'estimates', 'expects',
'intends', 'may', 'plans', 'projects', 'should' or 'will', or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions but may be affected by a number of
variables which could cause actual results or trends to differ
materially, including (but not limited to) any limitations of the
Company's internal financial reporting controls; an increase in
competition; an unexpected decline in turnover, legislative, fiscal
and regulatory developments; and currency and interest rate
fluctuations. No forward-looking statement should not be read as
guarantees of future performance or results and will not
necessarily be accurate indications of whether or not such results
will be achieved. As a result, prospective investors should not
rely on such forward-looking statements due to the inherent
uncertainty therein. No representation or warranty is given as to
the completeness or accuracy of the forward-looking statements
contained in this Announcement. Forward-looking statements speak
only as of the date of such statements and, except as required by
applicable law, neither the Company nor Numis assumes any
responsibility or obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. No statement in this Announcement is
intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this
Announcement and the terms and conditions set out herein relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the relevant clearances
have not been, and will not be, obtained from the South African
Reserve Bank and any other applicable body in the Republic of South
Africa and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, subject to certain
exceptions or unless an exemption under the relevant securities
laws is applicable, the Placing Shares may not be offered, sold,
resold or delivered, directly or indirectly, in or into the
Australia, Canada, Japan or the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933 (the "Securities
Act"), or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States absent
registration under the Securities Act or an available exemption
from, or as part of a transaction not subject to, the registration
requirements of the Securities Act and in each case, in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United
States.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and broker to the
Company in relation to the Placing and Admission and is not acting
for any other persons in relation to the Placing and Admission.
Numis is acting exclusively for the Company and for no one else in
relation to the matters described in this Announcement and is not
advising any other person and accordingly will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Numis, or for providing advice in relation
to the contents of this Announcement or any matter referred to in
it. The responsibilities of Numis as the Company's nominated
adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of his decision to
acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
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 Numis or by any of its affiliates (within
the meaning of Rule 405 under the Securities Act ("Affiliates")),
agents or any of such persons' directors, officers or employees or
any other person as to the truth, accuracy, completeness or
fairness of the written or oral information contained in this
Announcement (or whether any information has been omitted from this
Announcement) or made available to or publicly available to any
interested party or its advisers and no liability whatsoever is
accepted by Numis or any of its Affiliates, directors, officers or
employees or any other person for any loss howsoever arising,
directly or indirectly, from any use of such information or
otherwise arising in connection therewith and any liability
therefor is expressly disclaimed.
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 and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis 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.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement or this Appendix should seek appropriate
advice before taking any action.
This Announcement is for information purposes only and does not
itself constitute an offer for sale or subscription of any
securities in the Company. Each Placee should consult with its own
advisers as to legal, tax, business and related aspects of an
investment in Placing Shares.
Certain figures contained in this Announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain circumstances, the sum or percentage
contained in this Announcement may not confirm exactly with the
total figure given.
Terms defined in this Announcement have the meanings as set out
in the end of this Announcement (unless the context requires
otherwise).
1. DETAILS OF THE PLACING
1.1 Numis has entered into the Placing Agreement with the
Company under which, subject to the terms and conditions contained
therein, Numis, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure Placees
("Placees") for the Placing Shares at the Placing Price.
1.2 The Placing 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 dividends and other
distributions declared or made after the date of issue of the
Placing Shares.
1.3 The issue of the Placing Shares is to be effected by way of
a cashbox placing. The Company and Numis agree to subscribe for
limited liability ordinary shares in a new Jersey-incorporated
subsidiary of the Company ("JerseyCo"). Payments from Placees
pursuant to the Placing must be made directly to Numis. The funds
will be used by Numis to subscribe for limited liability redeemable
preference shares ("Redeemable Shares") in JerseyCo. The Company
will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees in consideration of Numis transferring its holding of
ordinary shares and the Redeemable Shares to the Company.
Accordingly, instead of receiving cash as consideration for the
issue of Placing Shares, immediately following Admission, the
Company will own the entire issued share capital of JerseyCo whose
only asset will be its cash reserves, which will represent an
amount equal to the net proceeds of the Placing. The Company will
be able to use this amount by redeeming the Redeemable Shares and,
during any interim period prior to redemption, by procuring that
JerseyCo lends the amount to the Company (or any other member of
its Group).
1.4 As part of the Placing, the Company has agreed that it will
not for a period of 6 months after (but including) Admission,
directly or indirectly, issue, offer, sell, lend, mortgage, pledge,
contract to sell or issue, grant any option, right or warrant to
purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the
Company exchangeable for, convertible into or representing the
right to receive Ordinary Shares or any substantially similar
securities or otherwise enter into any transaction (including
derivative transaction) directly or indirectly, permanently or
temporarily, to dispose of any Ordinary Shares or undertake any
other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any
interest therein or to announce publicly any intention to enter
into any transaction described above. This agreement is subject to
certain customary exceptions and does not prevent the grant or
exercise of options under any of the Company's existing share
incentives and share option schemes, or following Admission the
issue by the Company of any Ordinary Shares upon the exercise of
any right or option or the conversion of a security already in
existence..
1.5 The Placing Agreement contains customary undertakings and
warranties given by the Company to Numis including as to the
accuracy of information contained in this Announcement, to matters
relating to the Company (and the Group as a whole) and its business
and a customary indemnity given by the Company to Numis in respect
of liabilities arising out of or in connection with the Placing and
Admission.
1.6 The Placing is conditional upon, amongst other things
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms (further details on the
conditions of the Placing are set out in paragraph 4 below).
1.7 Placees' commitments in respect of Placing Shares will be
made solely on the basis of the information contained in this
Announcement and on the terms and conditions contained in it. No
admission document for the purposes of the AIM Rules for Companies,
or prospectus, is required to be published, or has been or will be
published, in relation to the Placing or the Placing Shares.
2. ADMISSION
2.1 Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on the London Stock
Exchange's AIM market for listed securities.
2.2 It is expected that Admission will become effective at 8.00
am on 10 May 2018 and that dealings in the Placing Shares will
commence at that time.
2.3 Admission is subject to the Placing Agreement becoming
unconditional in all respects (save only for Admission) and not
being terminated in accordance with its terms.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
3.1 Numis is acting as sole bookrunner and as agent for the
Company in connection with the Placing and Admission. Numis is
authorised and regulated in the United Kingdom by the FCA, and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Numis or for providing
advice in relation to the matters described in this
Announcement.
3.2 This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
3.3 Participation in the Placing has only been made available to
persons who may lawfully be, and have been invited to participate
in it, by Numis. Numis and its Affiliates are each entitled, but
not obliged, to participate in the Placing as principal.
3.4 The placing price will be a fixed price of 355 pence per
Placing Share (the "Placing Price"). No commissions will be paid to
Placees or by the Placees in respect of any Placing Shares.
3.5 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by Numis or one of its
affiliates, and a contract note will be dispatched as soon as
practicable thereafter as evidence of such Placee's allocation and
commitment. The terms and conditions of this Appendix will be
deemed incorporated into the contract note. That oral confirmation
will constitute an irrevocable legally binding commitment upon that
person (who at that point will become a Placee) in favour of the
Company and Numis 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.
3.6 An offer to acquire Placing Shares, which has been
communicated by a prospective Placee to Numis which has not been
withdrawn or revoked prior to publication of this Announcement
shall not be capable of withdrawal or revocation immediately
following the publication of this Announcement without the consent
of Numis.
3.7 Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to Numis (as agent for the Company), to
pay to it (or as it may direct) 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 such number of Placing Shares that such Placee
has agreed to acquire and the Company has agreed to allot to
it.
3.8 Settlement for all Placing Shares to be acquired pursuant to
the Placing will be made at the same time, on the basis explained
below under "Registration and Settlement".
3.9 All obligations of Numis under the Placing are subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
3.10 By participating in the Placing, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
3.11 Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and Numis shall not have any liability to the Placees for the
failure of the Company to fulfil those obligations.
3.12 To the fullest extent permissible by law and applicable FCA
rules, none of Numis nor any of its Affiliates shall have any
liability (including, to the fullest extent permissible by law, any
fiduciary duties) to Placees (or to any other person whether acting
on behalf of a Placee or otherwise) under these terms and
conditions. In particular, none of Numis or any of its Affiliates
shall have any liability (including, to the fullest extent
permissible by law, any fiduciary duties) in respect of Numis'
conduct the Placing.
4. CONDITIONS OF THE PLACING
4.1 Numis' obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, amongst other things:
(a) the compliance by the Company with all of its obligations
under the Placing Agreement to the extent they are required to be
performed on or prior to Admission;
(b) certain publication of Announcement obligations (including
with respect to this Announcement);
(c) none of the warranties in the Placing Agreement being untrue
or inaccurate or misleading on and as of the date of the Placing
Agreement and at all times before Admission by reference to the
facts and circumstances then subsisting;
(d) in the opinion of Numis no material adverse effect having
occurred since the date of the Placing Agreement;
(e) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(f) the Company having complied (in all material respects) with
its obligations under the Acquisition Agreement and Facility
Agreement to the extent they fall to be performed before
Admission;
(g) each of the Acquisition Agreement, the Facility Agreement,
the Option Agreement and the Subscription and Transfer Agreement
having become unconditional in all respects, subject only to: (i)
Admission and any conditions relating to the Placing Agreement
becoming unconditional and not being terminated before Admission;
and (ii) in the case of the Acquisition Agreement, to payment of
the consideration due on its completion;
(h) the Placing Agreement not having been terminated prior to Admission; and
(i) Admission occurring by 8.00am on 10 May 2018.
4.2 If (i) any condition contained in the Placing Agreement in
relation to the Placing Shares is not fulfilled or waived (to the
extent capable of being waived) by Numis, by the respective time or
date where specified, (ii) any such condition becomes incapable of
being fulfilled or (iii) the Placing Agreement is terminated in
accordance with its terms, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof. Numis may terminate the Placing Agreement in certain
circumstances, details of which are set out in paragraph 5
below.
4.3 Numis may, in its discretion and upon such terms as it
thinks fit, waive or extend the period for compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that condition 4.1(i) above relating to Admission may not be
waived. Any such extension or waiver will not affect the Placees'
commitments as set out in this Announcement.
4.4 Numis shall have no liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
(to the extent capable of being waived) or to extend the time
and/or the date for the satisfaction of any condition to the
Placing nor for any decision it may make as to the satisfaction of
any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Numis.
4.5 By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below and will not be capable of recission or
termination by it.
5. TERMINATION OF THE PLACING AGREEMENT
5.1 Numis is entitled in its absolute discretion, at any time
prior to Admission, to terminate the Placing Agreement by giving
notice to the Company in certain circumstances, including (but not
limited to):
(a) the Company is in breach of its obligations under the
Placing Agreement, Option Agreement or the Subscription and
Transfer Agreement; or
(b) any warranty given by the Company to Numis is untrue, inaccurate or misleading;
(c) something has occurred which would be reasonably likely to
give rise to a claim under the indemnity in the Placing Agreement;
or
(d) there shall have occurred any material adverse effect since
the date of the Placing Agreement or there is a fact, circumstance
or development reasonably likely to involve a material adverse
effect (whether or not foreseeable at the date of the Placing
Agreement).
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Numis of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Numis and that it need not make any reference to
Placees and that neither it nor its Affiliates shall have any
liability to Placees whatsoever in connection with any such
exercise. Placees will have no rights against Numis, the Company or
any of their respective directors or employees (or Affiliates)
under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended).
6. REGISTRATION AND SETTLEMENT
6.1 Settlement of transactions in the Placing Shares (ISIN:
GB0005359004) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Numis reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees in certificated form if, in Numis' opinion,
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
6.2 Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with Numis.
6.3 The Company will deliver the Placing Shares to a CREST
account operated by Numis as agent for the Company and Numis will
enter its delivery (DEL) instruction into the CREST system. Numis
will hold any Placing Shares delivered to this account as nominee
for the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
6.4 It is expected that settlement will take place on 10 May
2018 on a T+1 basis in accordance with the instructions set out in
the contract note.
6.5 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 Numis.
6.6 Each Placee is deemed to agree that, if it does not comply
with these obligations, Numis may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Numis' account and benefit (as agent of the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Numis (as agent of the Company)
for any shortfall between the net proceeds of such sale and the
placing proceeds of such Placing Shares and will be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placee's Placing Shares on its behalf. By communicating a bid for
Placing Shares to Numis, each Placee confers on Numis all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Numis lawfully takes
in pursuance of such sale.
6.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
6.8 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.
6.9 Placees are not be entitled to receive any fee or commission
in connection with the Placing.
7. REPRESENTATIONS AND WARRANTIES
7.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
that:
(a) it has read and understood the Announcement in its entirety
and its subscription for the Placing Shares is subject to and based
on the terms and conditions of the Placing as referred to and
included in the Announcement and undertakes not to redistribute or
duplicate this Announcement;
(b) no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing;
(c) the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is
able to obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
(d) (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) none of Numis, the Company, any of their respective affiliates
or any person acting on behalf of any of them has provided, or will
provide it, with any material regarding the Placing Shares in
addition to this Announcement; and (iii) it has not requested
Numis, the Company or any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(e) the content of this Announcement is exclusively the
responsibility of the Company and that neither Numis, nor any of
its affiliates or any person acting on its behalf, has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company 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 elsewhere, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
(f) the only information on which it has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all it deems necessary to make an investment decision in respect of
the Placing Shares, and that it has not received or relied on any
information given or any representations, warranties or statements,
express or implied, made by, Numis or the Company or any of their
Affiliates or any person acting on behalf of any of them or, if
received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee)
and neither, Numis, nor the Company (or any of their respective
Affiliates) will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any information,
representation, warranty or statement other than that contained in
this Announcement and any Exchange Information. Each Placee further
acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a
prospectus or admission document;
(g) it has the funds available to pay for the Placing Shares it
has agreed to acquire and acknowledges, agrees and undertakes that
it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
acquirers or sold at such price as Numis determines;
(h) 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 jurisdiction of the United States and may
not be offered, sold or transferred, directly or indirectly, into
or within the United States absent registration under the
Securities Act or an available exemption from, or as part of a
transaction not subject to, the registration requirements of the
Securities Act and in each case, in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States; and no representation is being made as to the availability
of any exemption under the Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
(i) it and the person(s), if any, for whose account or benefit
it is subscribing for the Placing Shares is either (i) a person
located outside the United States and is subscribing for Placing
Shares only in an "offshore transaction" as defined in and in
accordance with Regulation S under the Securities Act, or (ii) if
specifically agreed with Numis, within the United States and a
"qualified institutional buyer" within the meaning of Rule 144A
under the Securities Act and has or have executed and delivered a
U.S. investor representation letter substantially in the form set
out in the letter provided to it by Numis to the addressees
specified therein;
(j) it is not acquiring Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the Securities Act);
(k) it is acquiring the Placing Shares for investment purposes
and is not acquiring the Placing Shares with a view to, or for
offer or sale in connection with, any distribution thereof (within
the meaning of the Securities Act) that would be in violation of
the securities laws of the United States or any state thereof;
(l) it acknowledges that any Placing Shares offered and sold in
the United States are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act and further agrees that, so
long as the Placing Shares are restricted securities, it will
segregate such Placing Shares from any other shares in the Company
that it holds that are not restricted securities and will not
deposit the Placing Shares into any depositary receipt facility
maintained by any depositary bank in respect of the Company's
ordinary shares.
(m) it: (i) is permitted to acquire the Placing Shares under the
laws of all relevant jurisdictions; (ii) has fully complied, and
will comply, with all such laws; (iii) has the requisite capacity
and authority and is entitled to enter into and to perform its
obligations as a subscriber for Placing Shares and will honour such
obligations; and (iv) has obtained all necessary consents and
authorities (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) to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment
company it is aware of and acknowledges it is required to comply
with all applicable laws and regulations with respect to its
subscription for Placing Shares;
(n) unless otherwise specifically agreed with Numis, it is not,
and any person who it is acting on behalf of is not, and at the
time the Placing Shares are subscribed will not be, a resident of,
or with an address in, Australia, Canada, Japan or the Republic of
South Africa, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise
qualified under the securities legislation of Australia, Canada,
Japan or the Republic of South Africa and may not be offered, sold,
taken up, delivered, transferred or acquired, directly or
indirectly, within those jurisdictions;
(o) 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;
(p) it is acting as principle only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so; (ii) it is and will remain liable to the Company and/or
Numis for the performance of all of its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person); (iii) it is both an "authorised person" for
the purposes of FSMA and a qualified investor acting as agent for
such person; and (iv) such person is either (1) a FSMA qualified
investor or (2) its "client" (as defined in section 86(2) of FSMA)
that has engaged it to act as his agent on terms which enable it to
make decisions concerning the Placing or any other offers or
transferable securities on his behalf without reference to him;
(q) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Numis in its
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 financial promotion by an authorised
person;
(r) it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
(s) it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to Admission except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA or an offer to
the public in any other member state of the EEA within the meaning
of the Prospectus Directive (which includes any relevant
implementing measure in any Member State of the EEA);
(t) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, it represents and
warrants that (i) the Placing Shares purchased by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in a Member State of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Numis has been given to
the offer or resale or (ii) if Placing Shares will be acquired by
it on behalf of persons in any Relevant Member State other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Directive as having been made to such
persons;
(u) it is aware of and acknowledges that it is required to
comply with its obligations in connection with money laundering
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
(the "Regulations") and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the
Regulations;
(v) in order to ensure compliance with the Regulations, Numis
(for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Numis or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Numis' absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form, may be retained at
Numis' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity Numis (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, Numis and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
(w) it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
(x) except as set out in paragraph (y) below, it has neither
received nor relied on any 'inside information' (for the purposes
of MAR and section 56 of the Criminal Justice Act 1993) concerning
the Company prior to or in connection with accepting the invitation
to participate in the Placing and is not purchasing Placing Shares
on the basis of material non-public information;
(y) if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, it confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
(z) time is of essence as regards its obligations under this Appendix;
(aa) the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it acquires Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability or
in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
(bb) it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to acquire the Placing
Shares and acknowledges and agrees that none of Numis, the Company,
any of their respective Affiliates or any person acting on behalf
of them will be responsible for any such liability to stamp duty or
stamp duty reserve tax. Each Placee and any person acting on behalf
of such Placee agrees to participate in the Placing, and agrees to
indemnify the Company and Numis (and any of their respective
Affiliates) on an after-tax basis in respect of the same, on the
basis that the Placing Shares will be allotted to the CREST stock
account of Numis who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
(cc) neither of Numis, nor any of its Affiliates, nor any person
acting on behalf of any of them has or shall have any liability for
any information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
(dd) neither of Numis, nor any of its Affiliates, nor any person
acting on behalf of any of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and
will not be a client of Numis and that Numis has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of its rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
(ee) Numis may, and its Affiliates acting as an investor for its
or their own account(s) may, acquire and/or purchase Placing Shares
and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by Numis and/or any of their respective Affiliates acting
as an investor for its or their own account(s). Neither Numis nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
(ff) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or
Numis 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;
(gg) the Company and Numis and their respective Affiliates and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to Numis, on its own behalf and on
behalf of the Company, and are irrevocable and it irrevocably
authorises each of Numis and the Company to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
(hh) it irrevocably appoints any duly authorised officer of
Numis as its agent for the purpose 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 for which it agrees to subscribe or purchase upon
the terms of this Announcement;
(ii) it will indemnify on an after tax basis and hold the
Company, Numis and their respective Affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, undertakings, agreements and
acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(jj) it has knowledge and experience in financial, business and
international investment matters and is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain a complete loss in connection with
the Placing; and (iii) it has relied upon its own examination and
due diligence of the Company and its associates taken as a whole,
and the terms of the Placing, including the merits and risks
involved and has satisfied itself concerning the relevant tax,
legal, currency and other economic consideration relevant to its
subscription for Placing Shares;
(kk) to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in this Impact Announcement;
and
(ll) (iv) its commitment to acquire Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may
in future be made to the terms 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 conduct of the Placing.
7.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Numis for
itself and on behalf of the Company and are irrevocable and shall
not be capable of termination in any circumstances.
7.3 The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Numis will be responsible, and the Placee to whom (or on behalf of
whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Numis in the
event that any of the Company and/or Numis has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Numis
accordingly.
7.4 The Company and Numis are not liable to bear any stamp duty,
stamp duty reserve tax, or other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest or penalties) that arise on a sale of
Placing Shares subsequent to their acquisition by Placees.
7.5 In addition, Placees should note that they will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the subscription by them of any Placing Shares or the agreement by
them to acquire any Placing Shares.
7.6 Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Numis does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
7.7 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Numis or any of its Affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
7.8 The rights and remedies of Numis 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.
7.9 When a Placee or person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis 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 and agrees 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 Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business; and the Placee will rank only as a general
creditor of Numis (as applicable).
7.10 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
7.11 Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
7.12 All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition" means the proposed acquisition of QTS Group
Limited pursuant to the terms of the Acquisition Agreement
"Acquisition Agreement" means the sale and purchase agreement
dated with the same date as this agreement between the Company and
Alan McCleish and others pursuant to which the Company has agreed
to acquire the entire issued and to be issued share capital of QTS
Group Limited;
"Admission" means admission of the Placing Shares to AIM
"AIM" means the market of that name operated by the London Stock
Exchange
"AIM Rules" means the provisions of the London Stock Exchange's
AIM Rules for Companies as amended from time to time governing,
inter alia, admission to AIM and the continuing obligations of AIM
companies
"Announcement" means this Announcement (including the Appendix
to this Announcement)
"Company" means Renew Holdings plc
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001) for the paperless
settlement of trades and the holding of uncertificated securities
operated by Euroclear UK & Ireland Limited
"EEA" means the member states of the European Union together
with Iceland, Norway and Liechtenstein
"Facility Agreement" means the facility agreement between (among
others) the Company, various subsidiaries of the Company as
original borrowers and original guarantors, HSBC Bank UK plc as
original lender and HSBC Bank plc as Mandated Lead Arranger, Agent
and Security Agent and dated or about the date of this
Announcement
"FCA" means the Financial Conduct Authority
"FSMA" means the Financial Services and Markets Act of 2000 (as
amended)
"Group" means the Company and its subsidiary undertakings prior
to completion of the Acquisition
"London Stock Exchange" means London Stock Exchange plc
"Numis" means Numis Securities Limited
"Option Agreement" means the put and call option agreement dated
on or around the date of this Announcement between the Company,
JerseyCo and Numis relating to, amongst other things, Numis'
holding of 11 limited liability ordinary shares in the capital of
JerseyCo
"Ordinary Shares" means the ordinary shares of one penny each in
the capital of the Company
"Placee" means a placee procured by Numis
"Placing" means the conditional placing of the Placing Shares at
the Placing Price by Numis as agents for and on behalf of the
Company pursuant to the terms of the Placing Agreement
"Placing Agreement" means the conditional placing agreement
dated on or around the date of this Announcement between the
Company and Numis relating to the Placing
"Placing Price" means 355 pence
"Placing Shares" means the 12,676,056 new Ordinary Shares to be
issued pursuant to the Placing
"Prospectus Directive" means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC, as
amended
"Redeemable Shares" means the limited liability redeemable
preference shares of GBP0.01 each in the capital of JerseyCo
"Regulation S" means Regulation S under the Securities Act
"Securities Act" means the United States Securities Act of
1933
"Subscription and Transfer Agreement" means the agreement dated
on or around the date of this Announcement between the Company,
JerseyCo and Numis relating to the subscription for 100 Redeemable
Shares by Numis and the acquisition of Numis' Preference Shares and
Ordinary Shares by the Company
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland
"United States" or "U.S." means the United States of America,
its territories and possessions, any state of the United States of
America and the District of Columbia and all other areas subject to
its jurisdiction
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQUWRORWNAVRUR
(END) Dow Jones Newswires
May 09, 2018 02:01 ET (06:01 GMT)
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