THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
27 February 2024
SEGRO PLC
PLACING TO FUND PROFITABLE
GROWTH OPPORTUNITIES
SEGRO plc ("SEGRO" or the "Company" or the "Group") today announces its intention
to conduct a placing to raise approximately £800 million of gross
proceeds through the issue of new ordinary shares of 10 pence per
share (the "Placing
Shares") in the capital of the Company (the "Placing").
In addition to the Placing, there
will be a separate offer made by the Company of new ordinary shares
of 10 pence each in the capital of the Company (the "Retail Offer Shares") at the Placing
Price (as defined below) (the "Retail Offer"), to provide retail
investors in the UK only with an opportunity to acquire Retail
Offer Shares. A separate announcement will be made shortly
regarding the Retail Offer and its terms.
Highlights
·
Proposed Placing
and Retail Offer of new ordinary shares to raise approximately £800
million of gross proceeds and representing approximately 7.5 per
cent of the issued share capital of the Company. The holders of
Placing Shares and Retail Offer Shares will be eligible to receive
the 2023 Final Dividend, payable in May 2024, if approved by
shareholders at the Annual General Meeting.
·
New equity will
allow the Group to pursue additional growth opportunities,
including new and existing development projects and to take
advantage of potential acquisition opportunities which may arise,
whilst maintaining a strong balance sheet.
·
As announced with its Full Year 2023 results on 16
February 2024, the occupier markets in which SEGRO has chosen to
focus its prime portfolio remain favourable and this, combined with
constrained supply, is resulting in continuing rental
growth.
·
Market expectations for lower interest rates, if
sustained, should provide a positive backdrop for a recovery of
investment market sentiment as the year progresses. SEGRO is
well-placed for further attractive growth as asset values start to
bottom-out, rents continue to grow, and developments offer
attractive profitability.
·
In the next three years, SEGRO expects to increase
its passing rents by more than 50 per cent through capturing
embedded reversion and developing projects within its existing land
bank.
·
The additional capital from this Placing and
Retail Offer, together with SEGRO's land bank in UK and Continental
European prime urban and logistics centres, as well as the
relatively short build-time for warehouse space, provides
flexibility and optionality to accelerate growth in response to
occupier demand.
·
SEGRO has a sizeable development pipeline that it
estimates has the potential to deliver over £440 million of
additional rent, requiring development capital expenditure of over
£3.8 billion (including buildings under construction). It expects
to develop over a third of this over the next three years, and also
intends to commence infrastructure works of £350 million to unlock
future development opportunities. Investment into the development
programme, including these spends, is expected to be approximately
£600 million per annum. The anticipated yield on cost (total
development cost including land and infrastructure expenditure) on
new developments in the pipeline averages between 7 and 8 per
cent.
·
Data centre projects within this land bank, as
well as redevelopment opportunities within the existing portfolio
such as on the Slough Trading Estate, combine to give the potential
for 1.2 GW of new capacity across 24 sites in the UK and
Continental Europe. The rental income from sites within the land
bank has the potential to triple the £50 million headline rent
currently attributed to this customer sector, with additional
upside from redevelopment of the existing portfolio (which is not
included within the development pipeline). The current development
programme includes two pre-let data centres which are expected to
deliver a yield on cost of over 10 per cent.
·
As investment markets stabilise, SEGRO expects to
see the emergence of potentially attractive asset acquisition
opportunities. SEGRO believes that it has a significant competitive
advantage here given its established local platforms and
stakeholder relationships, strong balance sheet, significant
liquidity, and its unsecured funding model.
·
The new equity raised will be supplemented by
SEGRO's disciplined approach to capital recycling and SEGRO
continues to expect to dispose of between one and two percent of
its gross asset value each year.
Background to the Placing and
Retail Offer
SEGRO owns and manages one of the
highest quality, best located and most modern portfolios of
industrial and logistics space in Europe, covering 10.4 million
square metres of space, valued at £20.7 billion as at 31 December
2023 (£17.8 billion including joint ventures at share). Two-thirds
of this portfolio comprises urban warehouses (and data centres)
concentrated in and around Europe's major cities, where supply of
modern warehouse space vital to servicing growing populations and
the digital economy is particularly constrained. The remaining
one-third of the portfolio consists of big box warehouses, located
at key logistics hubs, which are used for large-scale centralised
distribution and fulfilment.
Occupier markets have remained
favourable through the recent period of macroeconomic uncertainty
due to the continued presence of long-term structural drivers.
These include the explosion of data and the digitalisation of
business and society, including continued growth in e-commerce
volumes and demand for data centres (for which the EMEA market is
expected to triple in size by 2028, according to research by JLL);
supply chain optimisation to drive cost savings, improve customer
service and provide greater resilience; increased focus on
sustainability; and urbanisation - the long-term trend for urban
population growth which creates greater demand for warehouse space,
whilst reducing the supply of available land.
Vacancy levels remain low across
SEGRO's chosen sub-markets and a lack of available land and
difficult planning processes, as well as increased funding costs
and reduced availability of development financing, limit the
potential supply response and have already resulted in a
significant reduction in speculative construction starts in the UK
and other markets. This supply-demand tension is expected to drive
further rental growth in line with SEGRO's medium-term expectations
of between two and six per cent per annum.
SEGRO believes that market
expectations for lower interest rates, if sustained, should provide
a positive backdrop for a recovery of investment market sentiment
as the year progresses, with the industrial and logistics sector
likely to recover more quickly than wider real estate assets due to
the strong fundamentals and positive rental growth outlook. In
addition, after a period of elevated inflation, construction costs
are moderating which, when combined with continued strong demand
and limited new supply, create supportive conditions for
development at attractive returns.
Use of the proceeds of the
Placing and Retail Offer
SEGRO last raised equity in June
2020. Since then it has deployed £2.2 billion in development
capital expenditure (including on infrastructure), £3.1 billion on
acquisitions (including land purchases) and made disposals of £1.4
billion. This Placing and the Retail Offer will provide SEGRO with
additional capital and the flexibility to accelerate existing, and
pursue additional, development-led growth opportunities, and to
take advantage of potential acquisition opportunities which may
arise, whilst maintaining a strong balance sheet.
Development pipeline
SEGRO is currently onsite with, is
in the final stages of, or has signed contracts for, development
projects equating to £71 million of headline rent and which require
capital expenditure of £342 million to complete them. Once fully
let, these projects are expected to deliver a yield on total
development cost (including land) of 7.4 per cent, or a 12.1 per
cent yield on new money (i.e. total development costs excluding
land already on the balance sheet).
·
Current
development pipeline: At 31 December
2023, SEGRO had development projects approved, contracted or under
construction representing £183 million of remaining capital
expenditure and £51 million of annualised gross rental income
(SEGRO share) when fully let. The projects are 62 per cent let or
pre-let and should yield approximately 7.3 per cent on total
development cost when fully let.
·
Near-term
development pipeline: At 31 December
2023, SEGRO had development projects either pre-let (subject to
planning) or in advanced discussions, representing £159 million of
future capital expenditure and £20 million of annualised gross
rental income (SEGRO share) when fully let. The projects will be
100 per cent let or pre-let and should yield approximately 7.6 per
cent on total development cost when complete.
In addition to these immediate
projects, SEGRO has a sizeable land bank on which it expects to
commence development over the next five to seven years, requiring
£3.5 billion of further investment and delivering over £370 million
of potential headline rent based on current rental levels and
costs.
·
Infrastructure on
big box logistics sites: Within the
total land bank are a small number of sites which require
infrastructure expenditure to unlock the development opportunity.
The largest is an exceptionally rare site at Radlett, a prime
location just outside London acquired during 2023, which requires
approximately £350 million of infrastructure investment to
facilitate construction of a rail-connected, big box logistics park
from 2026.
·
Data centre
sites: SEGRO has identified 24 sites
within its land bank, and also through redevelopment of older
industrial space in its existing portfolio, that combine to create
potential for 1.2 GW of additional data centre capacity across the
UK and Continental Europe. The yield on cost for these projects
ranges from 8 to 12 per cent. The sites within the land bank could
more than triple the current £50 million of headline rent
attributed to the data centre sector (c.7 per cent of Group
headline rent at 31 December 2023), with further upside from
redevelopment opportunities within the existing portfolio (which
are not included in the land bank). The data centre sector is
seeing significant growth fuelled by increased demand for data
(including from the rise of artificial intelligence). Supply is
constrained due to planning and power availability, but SEGRO is in
a strong position to exploit this trend due to well-located land
that it controls. This includes the redevelopment of older
buildings on the Slough Trading Estate (which Management believes
to be the second largest hub of data centres globally), as well as
the offices along its Bath Road frontage, both of which have access
to a resilient, private power network, as well as additional sites
across Europe.
SEGRO therefore expects to invest
approximately £600 million on development and infrastructure this
year and a similar amount in 2025, with significant flexibility to
accelerate this in response to occupier demand. The Group believes
it is very well placed to take advantage of the increasing number
of development opportunities that are expected to emerge as the
macroeconomic environment improves and the supply of new,
sustainable warehousing remains constrained.
Acquisitions of investment
assets
SEGRO continues to focus most of its
capital investment on its development programme. However, it also
expects to see the emergence of potentially attractive asset
acquisition opportunities in line with SEGRO's investment criteria
in terms of returns, location and quality.
Availability and cost of financing
represents a challenge for many market participants, which provides
SEGRO with a competitive advantage given its strong balance sheet,
significant liquidity and its unsecured funding model. This is in
addition to SEGRO's other longstanding competitive advantages,
including extensive in-country experience, a wide network of local
stakeholder contacts and access to off-market
transactions.
Shareholder
Consultation
The Company has consulted with a
number of its leading shareholders regarding the rationale for the
Placing and the Retail Offer and their non-pre-emptive nature,
ahead of this Announcement. Feedback from this consultation was
supportive and, as a result, the Board's firm belief is that the
Placing and the Retail Offer are in the best interests of
shareholders and will promote the success of the
Company.
The proposed issue and allotment of
the Placing Shares and the Retail Offer Shares is within the
existing shareholder authorities granted to the Company at its most
recent Annual General Meeting held on 20 April 2023.
Details of the
Placing
Morgan Stanley & Co
International plc ("Morgan
Stanley") and UBS AG London Branch ("UBS", and together with Morgan Stanley,
the "Joint Bookrunners")
are acting as Joint Bookrunners and Corporate Brokers in connection
with the Placing. Barclays Bank PLC ("Barclays") and BNP PARIBAS
("BNPP") are acting as
co-bookrunners in connection with the Placing (Barclays and BNPP
together, the "Co-Bookrunners" and together with the
Joint Bookrunners, the "Banks").
The Placing is subject to the terms
and conditions set out in the Appendix to this announcement (which
forms part of this announcement, such announcement and the Appendix
together being the "Announcement"). The Joint Bookrunners
will today commence a bookbuilding process in respect of the
Placing (the "Bookbuild").
The price per ordinary share at which the Placing Shares are to be
placed (the "Placing
Price") will be decided at the close of the Bookbuild. The
book will open with immediate effect following this Announcement.
The timing of the closing of the book, pricing and allocations are
at the discretion of the Joint Bookrunners and SEGRO. Details of
the Placing Price, the number of Placing Shares and the number of
Retail Offer Shares will be announced as soon as practicable after
the close of the Bookbuild.
The Placing Shares, if issued, will
be fully paid and will rank pari passu in all respects with the
existing ordinary shares of the Company, including the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
Application will be made for the
Placing Shares to be admitted to the premium listing segment of the
Official List (the "Official
List") of the Financial Conduct Authority (the "FCA"), to be admitted to trading on the
main market for listed securities of the London Stock Exchange plc
(the "London Stock
Exchange") and to be admitted to listing and trading on
Euronext in Paris, France ("Euronext Paris") (together,
"Admission"). Settlement
for the Placing Shares and Admission is expected to take place on
or before 8.00 a.m. (London time) / 9.00 a.m. (Paris time) on 1
March 2024. The Placing is conditional, among other things, upon
Admission becoming effective and the placing agreement between the
Company and the Banks (the "Placing Agreement") not being
terminated in accordance with its terms. The Appendix sets out
further information relating to the Bookbuild and the terms and
conditions of the Placing.
The Retail Offer will be made on the
terms outlined in a separate announcement to be made shortly
regarding the Retail Offer and its terms.
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. Investors who have chosen to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares, will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the terms and conditions in this
Announcement.
The person responsible for arranging
release of this Announcement on behalf of SEGRO is Stephanie
Murton.
For further information on the
Announcement, please contact:
SEGRO
plc:
+44 (0) 20 7451 9048
David Sleath, Chief
Executive
Soumen Das, Chief Financial
Officer
Harry Stokes, Commercial Finance
Director
Claire Mogford, Head of Investor
Relations
Morgan Stanley (Joint Bookrunner)
+44 (0) 20 7425 8000
Nick White
Tom Perry
Saravanan Nagappan
Jessica Pauley
Emma Whitehouse
UBS
Investment Bank (Joint Bookrunner)
+44 (0) 20 7567 8000
Fergus Horrobin
Jonathan Retter
Aadhar Patel
George Dracup
Alex Bloch
Media enquiries:
Gary Gaskarth, External
Communications
Manager
+44 (0) 20 7451 9069
Richard Sunderland, FTI Consulting
+44 (0) 20 3727 1000
Eve Kirmatzis, FTI
Consulting
+44 (0) 20 3727 1000
IMPORTANT
NOTICE
THIS ANNOUNCEMENT, INCLUDING THE
APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, 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 IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
No action has been taken by the
Company or the Banks, or any of their respective affiliates, or any
person acting on its or their behalf, that would, or which is
intended to, permit a public offer of the Placing Shares in any
jurisdiction or result in the possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus will be made available
in connection with the matters contained in this Announcement and
no such prospectus is required (in accordance with the Prospectus
Regulation (EU) 2017/1129 as amended from time to time (the
"EU Prospectus Regulation")
or Prospectus Regulation (EU) 2017/1129 as it forms part of UK
domestic law as amended from time to time by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation" and together
with the EU Prospectus Regulation, the "Prospectus Regulations") to be
published. Persons needing advice should consult an independent
financial adviser.
This Announcement is for information
purposes only and does not constitute an offer or invitation to
underwrite, buy, subscribe, sell or issue, or the solicitation of
an offer to buy, sell, acquire, dispose or subscribe for, the
Placing Shares, the Retail Offer Shares or any other security in
the United States, Australia, Canada, Republic of South Africa,
Japan or in any jurisdiction in which, or to any persons to whom,
such offering, solicitation or sale would be unlawful or require
registration.
The Placing Shares and the Retail
Offer Shares 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, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any State or other
jurisdiction of the United States. There will be no public offering
of the Placing Shares or the Retail Offer Shares in the United
States.
The Placing and the Retail Offer have
not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any State securities commission
or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Placing or the Retail Offer, or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Neither the Placing Shares nor the
Retail Offer Shares have been, nor will they be, qualified for
distribution to the public in Canada pursuant to a prospectus filed
with the securities regulatory authority 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 Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Republic of South Africa or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada,
Australia, Republic of South Africa, Japan or any other
jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia,
Republic of South Africa, Japan or to any investor located or
resident in Canada.
This Announcement does not
constitute, or purport to include the information required of, a
disclosure document under Chapter 6D of the Corporations Act 2001
(Cth) (the "Corporations
Act") or a product disclosure statement under Chapter 7 of
the Corporations Act and will not be lodged with the Australian
Securities and Investments Commission. No offer of securities is
made pursuant to this Announcement in Australia except to a person
who is: (i) either a "sophisticated investor" within the meaning of
section 708(8) of the Corporations Act or a "professional investor"
within the meaning of section 9 and section 708(11) of the
Corporations Act; and (ii) a "wholesale client" for the purposes of
section 761G of the Corporations Act (and related regulations) who
has complied with all relevant requirements in this respect. No
Placing Shares may be offered for sale (or transferred, assigned or
otherwise alienated) to investors in Australia for at least 12
months after their issue, except in circumstances where disclosure
to investors is not required under Part 6D.2 of the Corporations
Act.
NOTICE TO CANADIAN
INVESTORS
The Placing Shares may be sold only
to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the Placing
Shares must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain
provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this offering memorandum
(including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal
advisor.
Pursuant to section 3A.3 of National
Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Agents are not
required to comply with the disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this
offering.
Morgan Stanley & Co International
plc is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority. UBS AG London Branch is
authorised and regulated by the Financial Market Supervisory
Authority in Switzerland and authorised by the Prudential
Regulatory Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential
Regulation Authority in the United Kingdom. Barclays Bank PLC is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority. BNP
PARIBAS is authorised and regulated by the European Central Bank
and the Autorité de contrôle
prudentiel et de résolution, and is authorised by the
Prudential Regulation Authority and is subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. The Banks
are acting for the Company in connection with the Placing and no
one else and will not be responsible to anyone other than the
Company for providing the protections afforded to their clients nor
for providing advice to any other person in relation to the Placing
and/or any other matter referred to in this Announcement. As
required by applicable securities laws, the licensing status of the
Joint Bookrunners in the Republic of South Africa is as follows:
Morgan Stanley & Co. International plc holds an exemption from
the licensing requirement of the Financial Advisory and
Intermediary Services Act 37 of 2002 ("FAIS") and it is therefore not
regulated in the Republic of South Africa, while UBS AG London
Branch holds a financial services provider ("FSP") licence (under FSP number: 30475)
granted in terms of section 7(1) of FAIS.
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 the Banks nor any of their respective affiliates or
agents (or any of their respective directors, officers, employees
or advisers or any person acting on their behalf) for the contents
of the information contained in 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 any Bookrunner or
any of their respective Affiliates in connection with the Company,
the Placing Shares or the Placing and any responsibility therefor
is expressly disclaimed. The Banks and each of their respective
Affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by any Bookrunner or any of their respective affiliates as
to the accuracy, completeness or sufficiency of the information
contained 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. Any investment decision to buy Placing Shares in the
Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the
Banks. Any indication in this Announcement
of the price at which ordinary shares have been bought or sold in
the past cannot be relied upon as a guide to future performance.
The price of shares and any income expected from them may go down
as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance.
This Announcement contains (or may
contain) certain forward-looking statements with respect to certain
of the Company's current expectations and projections about future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
sometimes use words such as "aim", "anticipate", "believe",
"intend", "plan", "estimate", "expect" and words of similar
meaning, include all matters that are not historical facts and
reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. These statements are subject to unknown
risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor the Banks
assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement. Any
indication in this Announcement of the price at which Placing
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this Announcement
is or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. Past performance is no guide for
future performance and persons reading this Announcement 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 should seek
appropriate advice before taking any action.
In connection with the Placing, the
Banks may release communications to the market as to the extent to
which the book is "covered". A communication that a transaction is,
or that the books are, "covered" refers to the position of the
order book at that time. It is not an assurance that the books will
remain covered, that the transaction will take place on any terms
indicated or at all, or that if the transaction does take place,
the securities will be fully distributed by the
Banks.
In connection with the Placing, each
of the Banks and any of their affiliates, acting as investors for
their own account, may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such shares
and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
acquisition, placing or dealing by, the Banks and any of their
affiliates acting in such capacity. In addition, the Banks and any
of their affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Banks
and any of their respective affiliates may from time to time
acquire, hold or dispose of shares. The Banks do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
The most recent Annual Report of the
Group (which includes a section entitled "Managing Risks" that
describes the risk factors that may affect the Group's business and
financial performance) and other information about the Group are
available on the SEGRO website at www.SEGRO.com. Neither the
contents of the SEGRO website nor any website accessible by
hyperlinks on the SEGRO website is incorporated in, or forms part
of, this Announcement.
This Announcement does not constitute
a recommendation to acquire any securities of the
Company.
Information to Distributors
Solely for the purposes of the
product governance requirements contained within: (i) (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 (ii) the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and
together with the MiFID II Product Governance Requirements, the
"Product Governance
Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the 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 or the FCA Handbook Conduct of Business
Sourcebook (as applicable); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II or
the FCA Handbook Product Intervention and Product Governance
Sourcebook (as applicable) (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors (for the
purposes of the Product Governance Requirements) 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, Morgan Stanley & Co International plc and UBS AG
London Branch 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 the
FCA Conduct of Business Sourcebook; 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.
APPENDIX: TERMS AND
CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
REFERENCES TO THIS ANNOUNCEMENT
INCLUDE THE ANNOUNCEMENT AND THIS APPENDIX TAKEN
TOGETHER.
IMPORTANT INFORMATION ON THE PLACING
FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE:
(A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA, WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
("QUALIFIED
INVESTORS");
(B) PERSONS IN THE UNITED KINGDOM
(I) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E)
OF THE UK PROSPECTUS REGULATION AND WHO ARE INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"), OR (II) WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(C) IN THE CASE OF PERSONS LOCATED
IN THE UNITED STATES, PERSONS WHO ARE REASONABLY BELIEVED TO BE
"QUALIFIED INSTITUTIONAL BUYERS" (EACH, A "QIB") (AS DEFINED IN RULE 144A UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT")); OR
(D) PERSONS TO WHOM IT MAY OTHERWISE
BE LAWFULLY COMMUNICATED,
(ALL SUCH PERSONS IN (A), (B), (C)
AND (D) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT
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
ACQUISITION OF PLACING SHARES.
To the extent distributed in the
United Kingdom, this Announcement is being distributed and
communicated to persons only in circumstances to which section
21(1) of the Financial Services and Markets Act 2000, as amended
("FSMA") does not
apply.
Persons who are invited to and who
choose to participate in the Placing of new ordinary shares in the
Company ("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 (the "Placees"), will be deemed to have read
and understood this Announcement 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,
acknowledgements and undertakings, contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
a) it is a
Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
b) it is: (i)
outside the United States, acquiring the Placing Shares in an
"offshore transaction" in accordance with Regulation S under the
Securities Act ("Regulation
S") and is acquiring the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion, and that it (and any such account) is
outside the United States and has not entered into any arrangement
for transfer of the Placing Shares or any economic interest therein
to any person in the United States; or (ii) in the case of a
Relevant Person in the United States, it is a QIB and it has
executed, or will execute, prior to its subscription or purchase of
any Placing Shares, an investor representation letter in the form
provided to it by the Joint Bookrunners (a "U.S. Investor Letter"); or
c) if it is a
financial intermediary, as that term is used in Article 2(d) of the
EU Prospectus Regulation or the UK Prospectus Regulation, that it
understands the resale and transfer restrictions set out in this
Appendix and that any Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member
state of the EEA to Qualified Investors or in the United Kingdom to
Relevant Persons, or in circumstances in which the prior consent of
the Company has been given to each such proposed offer or
resale.
The Company, Morgan Stanley & Co
International plc ("Morgan
Stanley"), UBS AG London Branch ("UBS"), Barclays Bank PLC and BNP
PARIBAS will rely on the truth and accuracy of the foregoing
representations, warranties and acknowledgements.
The Placing Shares have not been,
and will not be, registered under the Securities Act or under the
securities laws of any State or other jurisdiction of the United
States, and may not be offered, sold or transferred directly or
indirectly in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any State or other
jurisdiction of the United States. There will be no public offering
of the Placing Shares in the United States, and any offering or
sale of Placing Shares in the United States will be made only to a
limited number of persons reasonably believed to be QIBs pursuant
to an exemption from registration under the Securities Act in a
transaction not involving a public offering. The Placing Shares are
being offered and sold outside the United States in accordance with
Regulation S.
The Placing Shares have not been
approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any State securities commission or other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States.
The distribution of this
Announcement and the Placing and/or the offer or sale of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Morgan Stanley, UBS,
Barclays and BNP PARIBAS or any of their respective affiliates or
any of their respective agents, directors, officers or employees
which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required.
Neither the Placing Shares nor the
Retail Offer Shares have been, nor will they be, qualified for
distribution to the public in Canada pursuant to a prospectus filed
with the securities regulatory authority 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 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, Republic of South Africa or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Australia, Canada, Republic of South Africa, Japan, or any
other jurisdiction outside the United Kingdom.
This Announcement does not constitute,
or purport to include the information required of, a disclosure
document under Chapter 6D of the Corporations Act 2001 (Cth) (the
"Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities is made pursuant to
this Announcement in Australia except to a person who is: (i)
either a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act or a "professional investor" within
the meaning of section 9 and section 708(11) of the Corporations
Act; and (ii) a "wholesale client" for the purposes of section 761G
of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect. No Placing Shares
may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Corporations Act.
NOTICE TO CANADIAN
INVESTORS
The Placing Shares may be sold only to
purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the Placing
Shares must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain
provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this offering memorandum
(including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal
advisor.
Pursuant to section 3A.3 of National
Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Agents
are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection
with this offering.
Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Appendix or the
Announcement of which it forms part should seek appropriate advice
before taking any action.
Details of the Placing Agreement and the Placing
Shares
Morgan Stanley and UBS (together,
the "Joint Bookrunners")
and Barclays and BNP PARIBAS (the "Co-Bookrunners" and, together with the
Joint Bookrunners, the "Banks") have entered into a placing
agreement (the "Placing
Agreement") with the Company under which the Joint
Bookrunners have agreed as agents for the Company to use their
respective reasonable endeavours to procure Placees to take up the
Placing Shares, on the terms and subject to the conditions set out
therein. Following the execution of a terms of placing setting out,
among other things, the final number of Placing Shares and the
final Placing Price (as defined below) following completion of the
Bookbuild (as defined below) (the "Terms of Placing"), if any such Placee
defaults in paying the Placing Price in respect of any Placing
Shares allotted to it, the Joint Bookrunners have severally (and
not jointly or jointly and severally) agreed to subscribe for such
shares, and the Company has agreed to allot or issue, as
applicable, such shares to the Settlement Agent, as nominee for the
Joint Bookrunners, at the Placing Price, on and subject to the
terms set out in the Placing Agreement.
The Placing Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects with the
existing ordinary shares of 10 pence each in the capital of the
Company ("Ordinary
Shares"), including the right to receive all dividends and
other distributions declared, made or paid after the date of issue,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
The net proceeds raised through the
Placing will be retained for the benefit of the Company.
Application will be made to the
Financial Conduct Authority (the "FCA") for admission of the Placing
Shares to the Official List, to London Stock Exchange plc for
admission to trading of the Placing Shares on its main market for
listed securities and to Euronext Paris for admission to listing
and trading on Euronext Paris ("Admission").
It is expected that Admission will
become effective at or around 8:00 a.m. (London time) / 9.00 a.m.
(Paris time) on 1 March 2024 (or such later time and/or date as the
Joint Bookrunners (on behalf of the Banks) may agree with the
Company) and that dealings in the Placing Shares will commence at
that time.
The Banks are not acting for the
Company with respect to the Retail Offer.
Bookbuild
The Joint Bookrunners will today
commence the bookbuilding process in respect of the Placing (the
"Bookbuild") to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. 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 in the
Placing.
The Banks and the Company shall be
entitled to effect the Placing by such alternative method to the
Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the
Placing
1) The Banks are
arranging the Placing severally and not jointly or jointly and
severally as bookrunners and agents of the Company. Participation
will only be available to persons who may lawfully be, and are,
invited to participate by any of the Joint Bookrunners. Each of the
Banks and their respective affiliates are entitled to enter bids as
principal in the Bookbuild.
2) The Bookbuild,
if successful, will establish a single price payable in respect of
the Placing Shares (the "Placing
Price") to the Joint Bookrunners by all Placees whose bids
are successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Joint
Bookrunners and the Company following completion of the Bookbuild
and any discount to the market price of the Ordinary Shares will be
determined in accordance with the FCA Listing Rules published
pursuant to Part IV of the FSMA and applicable guidelines. The
Placing Price and the number of Placing Shares to be issued will be
announced on a Regulatory Information Service following the
completion of the Bookbuild.
3) To bid in the
Bookbuild, prospective Placees should communicate their bid by
telephone to their usual sales contact at one of the Joint
Bookrunners. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire at the Placing Price
ultimately established by the Company and the Joint Bookrunners or
at prices up to a price limit specified in its bid. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in
paragraph 7 below.
4) The Bookbuild
is expected to close no later than 6.30 a.m. (London time) on 28
February 2024, but may be closed earlier or later at the discretion
of the Banks. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
5) Each
prospective Placee's allocation will be agreed by the Joint
Bookrunners and the Company and will be confirmed to Placees orally
by the relevant Joint Bookrunner following the close of the
Bookbuild, and a trade confirmation will be dispatched as soon as
possible thereafter. The relevant Joint Bookrunner's oral
confirmation to such prospective Placee (who will at that point
become a Placee) will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of such Joint Bookrunner and the Company, under
which such Placee agrees to acquire the number of Placing Shares
allocated to it and to pay the relevant Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Company's corporate documents.
6) The Company
will make a further announcement following the close of the
Bookbuild detailing the number of Placing Shares to be issued and
the price at which the Placing Shares have been placed.
7) The Joint
Bookrunners will, in effecting the Placing, agree with the Company
the identity of the Placees and the basis of allocation of the
Placing Shares. The Joint Bookrunners 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 Joint Bookrunners
may also, notwithstanding paragraphs 3 and 5 above, in agreement
with 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 Joint Bookrunners) to reduce or
seek to increase the amount to be raised pursuant to the Placing,
at its absolute discretion. The acceptance of the bids shall be at
the Joint Bookrunners' absolute discretion, subject to agreement
with the Company.
8) 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 relevant Joint
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the relevant Joint Bookrunner, to pay it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares that such Placee has agreed to
acquire. Each Placee's obligations will be owed to the relevant
Joint Bookrunner and the Company.
9) 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.
10) Irrespective of the time
at which a Placee's allocation pursuant to the Placing is
confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and
Settlement".
11) 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".
12) By participating in the
Bookbuild, 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 after confirmation (oral or otherwise) by
a Joint Bookrunner.
13) To the fullest extent
permissible by law, none of the Banks or the Company, nor any of
their respective directors, officers, employees, agents or
affiliates, nor any person acting on any of their respective
behalfs, shall have any responsibility or liability (whether in
contract, tort or otherwise) to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Banks or the Company, nor any of their respective
directors, officers, employees, agents or affiliates, nor any
person acting on any of their respective behalfs, shall have any
responsibility or liability (whether in contract, tort or otherwise
and including to the extent permissible by law or any fiduciary
duties) in respect of the Banks' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Banks,
their respective affiliates and the Company may, in their sole
discretion, 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 Banks' obligations
under the Placing Agreement are conditional on customary terms and
conditions, including among others:
a) the representations
and warranties of the Company contained in the Placing Agreement
being true and accurate and not misleading as of the date of the
Placing Agreement and the Closing Date;
b) Admission
occurring not later than 8:00 a.m. (London time) on 1 March 2024
(the "Closing Date") (or
such other time or date as the Company and the Joint Bookrunners
(on behalf of the Banks) may agree);
c) the execution
and delivery of the Terms of Placing;
d) the publication
of the results of the Placing on a Regulatory Information Service
as soon as reasonably practicable following the execution of the
Terms of Placing and in any event by 7:00 a.m. on the Business Day
following the date of the Placing Agreement (or such later time
and/or date as the Company and the Joint Bookrunners (on behalf of
the Banks) may agree); and
e) the Placing
Shares having been allotted prior to Admission.
If: (i) any of the conditions
contained in the Placing Agreement, including those described
above, are not fulfilled or (where applicable) waived by the Joint
Bookrunners (on behalf of the Banks) by the respective time or date
where specified (or such later time or date as the Company and the
Joint Bookrunners (on behalf of the Banks) may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified
below under "Right to terminate under the Placing Agreement", the
Placing will lapse and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by it in respect thereof.
The Joint Bookrunners (on behalf of
the Banks) may, in their sole discretion and upon such terms as
they think fit, waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions contained in the Placing Agreement save that conditions
b), d) and e) above may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
By participating in the Placing,
each Placee agrees that none of the Banks, nor any of their
respective directors, officers, employees, agents or affiliates
shall have any liability (whether in contract, tort or otherwise)
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 or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally, and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Banks.
By participating in the Placing,
each Placee agrees that its rights and obligations hereunder
terminate only in the circumstances described above and under
"Right to terminate under the Placing Agreement" below, and will
not be capable of rescission or termination by the
Placee.
Right to terminate under the Placing
Agreement
The Joint Bookrunners (on behalf of
the Banks) are entitled, by notice to the Company given at any time
on or prior to the Closing Date, to terminate the Placing Agreement
in accordance with the terms of the Placing Agreement in certain
circumstances, including: (i) a breach of the representation,
warranties and undertakings of the Company contained in the Placing
Agreement which the Joint Bookrunners (on behalf of the Banks)
consider to be material in the context of the Group taken as a
whole, Placing and/or Admission; or (ii) upon the occurrence of
certain material adverse changes in the financial condition or
prospects of the Group taken as a whole or in the relevant
financial markets or in the event of a force majeure
event.
Upon termination of the Placing
Agreement, 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.
By participating in the Placing,
Placees agree that the exercise by any Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of such Bookrunner and that
neither the Company nor the Banks need make any reference to, or
consult with, Placees and neither the Company nor the Banks shall
have any liability to Placees whatsoever in connection with any
such exercise and none of the Company or the Banks, nor any of
their respective directors, officers, employees, agents or
affiliates, nor any person acting on any of their respective
behalfs, shall have any liability to Placees whatsoever in
connection with any such exercise or failure to
exercise.
Lock-up
The Company has undertaken to the
Banks that, between the date of the Placing Agreement and the date
which is 180 days after the Closing Date, other than in respect of,
amongst other things, grants or exercises of options or share
issues pursuant to terms of existing employee share schemes or the
Company's scrip dividend scheme, and the Placing Shares and Retail
Offer Shares, it will not, without the prior written consent of the
Joint Bookrunners (on behalf of the Banks) (such consent not to be
unreasonably withheld or delayed), directly or indirectly offer,
pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any
option, right or warrant for the sale of or otherwise transfer or
dispose of any Ordinary Shares or any securities convertible into
or exchangeable for Ordinary Shares or other investments
representing interests in Ordinary Shares or enter into any swap or
other agreement or transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of
shares, whether any such swap or transaction is to be settled by
delivery of shares or other securities, in cash or
otherwise.
By participating in the Placing,
Placees agree that the exercise by the Joint Bookrunners (on behalf
of the Banks) of any power to grant consent to the undertaking by
the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall, subject to the terms
of the Placing Agreement, be within the discretion of the Joint
Bookrunners and that they need not make any reference to, or
consultation with, Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent or failure to exercise such
power.
No
Prospectus
No offering document or prospectus
has been or will be submitted to be approved by the FCA or the
French Autorité des marchés financiers ("AMF") (or any other authority) in
relation to the Placing or Admission and no such prospectus is
required (in accordance with the Prospectus Regulations) to be
published, or will be published.
Placees' commitments will be made
solely on the basis of the information contained in this
Announcement. Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement (including
this Appendix) and all other publicly available information
previously or simultaneously published by the Company by
notification to a Regulatory Information Service or otherwise filed
by the Company is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or the Banks or any other person and none of
the Banks or the Company, nor any other person, will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the
Placing Shares (ISIN: GB00B5ZN1N88) following Admission will take
place within the CREST system, subject to certain exceptions. The
Joint Bookrunners and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by
such other means that they deem necessary if delivery or settlement
is not practicable within the CREST system within the timetable set
out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction. In
particular, 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 Joint Bookrunners may
agree that the Placing Shares should be issued in certificated
form.
Following the close of the
Bookbuild, each Placee allocated Placing Shares in the Placing will
be sent a trade confirmation in accordance with the standing
arrangements it has in place with the relevant Bookrunner stating
the number of Placing Shares allocated to it at the Placing Price,
the aggregate amount owed by such Placee to the relevant Bookrunner
and settlement instructions. 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 in respect of the Placing Shares that it has in place
with the relevant Bookrunner (unless otherwise agreed).
It is expected that settlement will
be on 1 March 2024 in accordance with the instructions set out in
the 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 four percentage
points above the Bank of England's base rate from time to time as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that,
if it does not comply with these obligations, the Joint Bookrunners
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 Joint
Bookrunners' account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or other stamp, securities,
transfer, registration, execution, documentary or other similar
impost, duty or tax imposed in any jurisdiction (together with any
interest, fines or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Joint Bookrunners all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Joint
Bookrunners lawfully take in pursuance of such sale.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that the trade confirmation is copied and delivered immediately to
the relevant person within that organisation.
Insofar as Placing Shares are
registered in 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, except as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (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),
neither the Company nor the Banks shall be responsible for the
payment thereof.
Representations, Warranties and Further
Terms
By participating in the Placing each
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(for itself and for any such prospective Placee) with the Banks and
the Company, in each case as a term of its application for Placing
Shares, the following:
1) it has the knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
purchasing the Placing Shares. It is experienced in investing in
securities of this nature in the Company's sector and is aware that
it may be required to bear, and is able to bear, the economic risk
of, and is able to sustain a complete loss in connection with the
Placing. It has relied on its own examination and due diligence of
the Company, and the terms of the Placing, including the merits and
risks involved;
2) it has: (a) made its
own assessment and satisfied itself concerning legal, regulatory,
tax, business and financial considerations in connection herewith
to the extent it deems necessary; (b) received, read and understood
this Announcement in its entirety (including this Appendix), and
understands that its subscription for and purchase of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
3) it understands and
agrees that: (a) the only information on which it is entitled to
rely, and on which it has relied, in committing itself to acquire
Placing Shares is contained in this Announcement and any
information previously or simultaneously published by the Company
by notification to a Regulatory Information Service; (b) it has had
access to, and reviewed, such information; (c) such information is
all information that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing
Shares; and (d) it has made its investment decision based solely
upon its own judgement, due diligence and analysis and not upon any
view expressed or information provided by or on behalf of the Banks
or any other person otherwise than as set out in this Announcement,
and none of the Banks and the Company 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, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
4) that 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 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;
5) it understands and
acknowledges that no offering document, offering memorandum,
admission document, listing particulars or prospectus has been or
will be prepared in connection with the Placing, or is required
under the Prospectus Regulations, the FSMA or any other applicable
law, and it has not received and will not receive any such document
in connection therewith;
6) that none of the
Banks or the Company, nor any of their respective affiliates, nor
any person acting on behalf of any of them, has provided, nor will
provide it, with any information regarding the Placing Shares, the
Bookbuild, the Placing or the Company other than this
Announcement;
7) that the Ordinary
Shares are listed on the Official List of the FCA and admitted to
trading on the London Stock Exchange and admitted to listing and
trading on Euronext Paris and the Company is therefore required to
publish certain business and financial information in accordance
with the Market Abuse Regulation (EU) No.596/2014 ("EU MAR"), the Market Abuse Regulation
(EU) No.596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR") and the rules and practices of
the London Stock Exchange, the FCA, Euronext Paris and/or the
French AMF (collectively, the "Exchange Information"), which includes
a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and
similar statements for preceding financial years and that it is
able to obtain or access the Exchange Information and that it has
reviewed such Exchange Information;
8) it understands and
acknowledges that that the Company and some or all of its
subsidiaries may be classified as a "passive foreign investment
company" ("PFIC") for US
federal income tax purposes for the current taxable year or in one
or more future taxable years, that an investment in a PFIC may have
materially adverse US federal income tax consequences to persons
subject to US federal income tax, and that it has sought
professional advice from its own tax advisers as to the application
and impact of these matters to the extent it thinks appropriate.
Furthermore, it acknowledges that certain elections that
potentially mitigate such adverse consequences, such as the
so-called mark-to-market election or the qualified electing fund
(QEF) election, may not be available to it in any given tax
year;
9) it understands and
agrees that it may not rely, and has not relied, on any
investigation that the Banks or any person acting on their behalf
may or may not have conducted with respect to the Company, the
Group, or the Placing, and the Banks have not made any
representation to it, express or implied, with respect to the
accuracy or adequacy of Exchange Information or any other
information concerning the Company, the merits of the Placing, the
subscription or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company, the Group, or as
to any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to purchase the Placing Shares.
It acknowledges and understands that this Announcement and any
other announcement or presentation provided to it (if any) have
been prepared by the Company and no such announcement or
presentation (if any) nor any other information has been prepared
by the Banks for the purposes of the Placing or is in any way the
responsibility of the Banks;
10) acknowledges and agrees that it
will not hold the Banks, any of their associates or any person
acting on their behalf responsible or liable for any misstatements
in or omission from any publicly available information relating to
the Group or information made available (whether in written or oral
form) as part of pre-sounding discussions with investors (if
relevant) relating to the Group (the "Information") and that none of the
Banks or any person acting on behalf of them, makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information, either at the date of
this Announcement or at the closing date;
11) it understands and acknowledges
that the Placing Shares are being offered and sold by or on behalf
of the Company (i) outside the United States in offshore
transactions (as defined in Regulation S) pursuant to Regulation S
under the Securities Act and (ii) in the United States solely to a
limited number of investors reasonably believed to be QIBs who have
delivered to the Company and the Joint Bookrunners a U.S. Investor
Letter substantially in the form provided to it , in transactions
not involving any "public offering" within the meaning of Section
4(a)(2) of the Securities Act, or pursuant to another exemption
from, or transaction not subject to, the registration requirements
of the Securities Act;
12) it and the person(s), if any,
for whose account or benefit it is acquiring Placing Shares are
now, and at the time the Placing Shares are acquired will be,
either: (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act; or (ii) (a)
a QIB that has delivered, or will, prior to the time such Placing
Shares are acquired, deliver, a U.S. Investor Letter, and (b)
subscribing for the Placing Shares pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
under the Securities Act, and all such potential Placees and
prospective beneficial owners acknowledge that the Placing Shares
have not been, and will not be, registered under the Securities Act
or with 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 absent such registration, 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.
13) if it or any person for whose
account or benefit it is acquiring Placing Shares is now, or at the
time the Placing Shares are acquired will be, in the United States,
it represents and warrants that it is acquiring the Placing Shares
for investment purposes and is not acquiring the Placing Shares
with a view to, or for offer and 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;
14) if it or any person for whose
account or benefit it is acquiring Placing Shares is now, or at the
time the Placing Shares are acquired will be, in the United States,
it represents and warrants that it is not acquiring any of the
Placing Shares as a result of any form of "general solicitation" or
"general advertising" (within the meaning of Rule 502(c) of
Regulation D under the Securities Act) or "directed selling
efforts" (as defined in Regulation S);
15) it understands and acknowledges
that neither the Placing nor this Announcement have been approved,
disapproved or recommended by the U.S. Securities and Exchange
Commission, any State securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement;
16) if it is a person in a member
state of the European Economic Area ("EEA"), that it is a Qualified Investor
and, to the extent applicable, any funds on behalf of which it is
acquiring the Placing Shares that are located in a member state of
the EEA are each such a Qualified Investor;
17) if it is a person in the United
Kingdom, that it is a Qualified Investor within the meaning of
Article 2(e) of the UK Prospectus Regulation: (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order; or (ii) who falls within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order; or (iii) to whom this
Announcement may otherwise lawfully be communicated;
18) if it is a person in Australia,
that it is: (i) a "sophisticated investor" within the meaning of
section 708(8) of the Corporations Act or a "professional investor"
within the meaning of section 9 and section 708(11) of the
Corporations Act; and (ii) a "wholesale client" as defined in
section 761G of the Corporations Act, and the issue of the Placing
Shares to it does not require a prospectus, product disclosure
statement or other form of disclosure document under the
Corporations Act;
19) if it is located or resident in
Canada, that it is an "accredited investor" as such term is defined
in section 1.1 of National Instrument 45-106 Prospectus Exemptions
or, in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (ii) is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations;
20) if it is a person in South
Africa, that it: (i) has sought independent advice regarding any
permissions that may be required of the Financial Surveillance
Department of the South African Reserve Bank ("SARB") with regard to the subscription
for Placing Shares by it and acknowledges that, to the extent that
Placing Shares are offered for subscription, acquisition or sale in
South Africa, such offer is being effected in terms of section
96(1) of the South African Companies Act, 71 of 2008 ("South African Companies Act") and does
not constitute an offer to the public within the meaning of the
South African Companies Act as it is being offered to persons
falling within the exemptions set out in section 96(1) (a) or (b)
of the South African Companies Act and to whom this Placing will be
specifically addressed; (ii) will directly acquire the Placing
Shares and the amount payable by it will be ZAR 1,000,000
(approximately £47,000) or more, and/or warrants and represents
that it is (a) a person or entity regulated by the SARB, or (b) an
authorised financial services provider as defined in the Financial
Advisory and Intermediary Services Act 2002 (Act 37 of 2002)
("FAIS"), or (c) a
financial institution as defined in the Financial Sector Regulation
Act 2017 (Act 9 of 2017) and the wholly owned subsidiaries of such
entities will also fall within the exemption when they act as agent
in the capacity of authorised portfolio manager for a pension fund
registered in terms of the Pension Funds Act 1956 (Act No 24 of
1956), or as manager for a collective investment scheme registered
in terms of the Collective Investment Schemes Control Act 2002 (Act
No 45 of 2002), or (d) is a person, whose ordinary business or part
of whose ordinary business, is to deal in securities (whether as
principal or agent), or (e) Public Investment Corporation as
defined in the Public Investment Corporation Act, 2004 (23 of
2004); (iii) acknowledges that this Announcement does not, nor is
it intended to, constitute an advertisement as contemplated in
section 98 of the South African Companies Act or a prospectus
prepared and registered under the South African Companies Act and
accordingly, this Announcement does not comply with the substance
and form requirements for prospectuses set out in the South African
Companies Act and the South African Companies Regulations, 2011 and
has not been approved by, and/or registered with, the South African
Companies and Intellectual Property Commission, or any other South
African authority; and (iv) acknowledges that the information
contained in this Announcement constitutes factual information as
contemplated in section 1(3)(a) of FAIS and does not constitute the
furnishing of, any "advice" as defined in section 1(1) of FAIS,
should not be construed as an express or implied recommendation,
guidance or proposal that any particular transaction is appropriate
to the particular investment objectives, financial situations or
needs of a prospective investor, and nothing in this Announcement
should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South
Africa;
21) if a financial intermediary, as
that term is used in Article 2(d) of the EU Prospectus Regulation
or the UK Prospectus Regulation, that 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 other than
Qualified Investors or the United Kingdom other than Relevant
Persons, or in circumstances in which the prior consent of the
Company has been given to the offer or resale;
22) that it is a Relevant Person and
that it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
23) that it is acting as principal
only in respect of the Placing or, if it is acting for any other
person: (a) it is duly authorised to do so and has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such person; and (b) 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);
24) that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom, except to Relevant Persons or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA or the UK Prospectus
Regulation;
25) that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
26) that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
27) that it and any person acting on
its behalf has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this
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
Appendix) and will honour such obligations;
28) that it (and any person acting
on its behalf) has the funds available to pay for, and will make
payment in respect of the Placing Shares allocated to it, in
accordance with this Appendix on the due time and date set out
herein (unless otherwise agreed), failing which the relevant
Placing Shares may be placed with other acquirers or sold as the
Joint Bookrunners may in their sole discretion determine and
without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the relevant Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any
interest, fines or penalties) which may arise upon the sale of such
Placee's Placing Shares;
29) that it (and any person acting
on its behalf) is entitled to purchase the Placing Shares under the
laws of all relevant jurisdictions which apply to it and that it
has fully observed such laws and obtained all such governmental 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 or the Company, or
any of their respective directors, officers, agents, employees or
advisers, acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
30) that it understands that no
action has been or will be taken by any of the Company, the Banks
or any person acting on behalf of any 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;
31) that it is entitled to purchase
the Placing Shares under the laws of all relevant jurisdictions
which apply to it and its purchase of the Placing Shares will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or
otherwise;
32) unless otherwise agreed with the
Joint Bookrunners, that it and each account it represents is not
and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be a resident
of Australia, Canada, 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 and further acknowledges that the
Placing Shares have not been and will not be registered under the
securities legislation of Australia, Canada, Republic of South
Africa or Japan and, subject to certain exceptions, may not be
offered, sold, transferred, take up, renounced, distributed or
delivered, directly or indirectly, within or into those
jurisdictions;
33) that it has complied and will
comply with all applicable laws with respect to anything done by it
in relation to the Placing Shares (including all relevant
provisions of the FSMA in the United Kingdom);
34) that:
a. it has complied with
its obligations under the Criminal Justice Act 1993, EU MAR, UK
MAR, Section 118 of the FSMA and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Money Laundering
Regulations");
b. it is not a
person:
i. with whom transactions are
prohibited under the US Foreign Corrupt Practices Act of 1977 or
any economic sanction programme administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury;
ii. named on, or owned or controlled
by (whether directly or indirectly) or acting on behalf of a person
listed on, the Consolidated List of Financial Sanctions Targets
maintained by the UK's Office of Financial Sanctions Implementation
or otherwise identified by HM Treasury or the UK's Office of
Financial Sanctions Implementation or the UK's Department of
International Trade as being subject to financial sanctions;
or
iii.
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations or
other applicable law,
(together with the Money Laundering
Regulations, the "Regulations");
c. 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 and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase; and
d. it will provide
promptly to the Banks such evidence, if any, as to the identity or
location or legal status of any person which they may request from
it in connection with the Placing (for the purpose of complying
with the Regulations or ascertaining the nationality of any person
or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Banks on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be acquired by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as the Joint
Bookrunners may decide at their sole discretion, in which event any
funds delivered by the Placee to the Joint Bookrunners in relation
to the number of Placing Shares so reduced will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
35) that it will acquire any Placing
Shares purchased by it for its account or for one or more accounts
as to each of which it exercises sole investment discretion and it
has full power to make the foregoing acknowledgements,
representations and agreements on behalf of each such
account;
36) it understands that the Placing
Shares are expected to be issued to it through CREST;
37) where it is acquiring the
Placing Shares for one or more managed accounts, that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
38) if it is a pension fund or
investment company, that its purchase of Placing Shares is in full
compliance with applicable laws and regulations;
39) that it understands and
acknowledges that the Company, the Banks and their respective
affiliates and others will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and in this Announcement;
40) that it acknowledges and agrees
that the exercise by the Joint Bookrunners (on behalf of the Banks)
of any power to grant consent to the Company to undertake a
transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of
the Joint Bookrunners (on behalf of the Banks) (subject to having
agreed with the Company not to withhold or delay its consent
unreasonably) and that the Joint Bookrunners need not make any
reference to, or consult with, it and that the Joint Bookrunners
shall have no liability to it in connection with any such exercise
of the power to grant such consent;
41) that it acknowledges and agrees
that the good faith exercise or non-exercise by the Joint
Bookrunners (on behalf of the Banks) of any right of termination
under the placing agreement shall be at the absolute discretion of
the Joint Bookrunners, with no requirement to reference or consult
with it and the Joint Bookrunners shall have no liability to it in
connection with the good faith exercise or non-exercise of such
termination right; and
42) that it acknowledges and agrees
that any agreements entered into by it pursuant to the terms and
conditions set out in this Announcement, 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 (including any dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by
either the Company or the Joint Bookrunners (at their sole
discretion) in any jurisdiction in which the relevant Placee is
incorporated.
The agreement to settle a Placee's
acquisition of Placing Shares (and/or the acquisition by a person
for whom such Placee is contracting as agent) free of stamp duty
and stamp duty reserve tax is conditional on the settlement
relating only to a subscription by such Placee and/or such person
direct from the Company for the Placing Shares in question. Such
agreement is also conditional on the Placing Shares not being
subscribed for 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
(including any interest, fines or penalties) may be payable, for
which neither the Company nor the Joint Bookrunners will be liable
and the Placees shall indemnify the Company and the Joint
Bookrunners on an after-tax basis for any such taxes paid by the
Company or the Joint Bookrunners in respect of any such
arrangements or dealings. If there are any such arrangements or
dealings, each Placee should seek its own advice and notify the
Joint Bookrunners accordingly.
In addition, Placees should note
that they will be liable for any stamp duty, stamp duty reserve tax
and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties) payable outside the UK by them or any other person on
the acquisition of any Placing Shares or the agreement to acquire
any Placing Shares.
Each Placee, and any person acting
on behalf of the Placee, acknowledges that the Banks do not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on
behalf of the Placee acknowledges and agrees that any Bookrunner or
any of its affiliates may, at its absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
Each Placee and any person acting on
behalf of the Placee acknowledges and agrees that it has neither
received nor relied on any inside information concerning the
Company in accepting this invitation to participate in the
Placing.
Each Placee undertakes that the
person whom it specifies for registration as holder of the Placing
Shares will be: (a) itself; or (b) its nominee, as the case may be.
None of the Banks or 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
("Indemnified
Taxes").
Each Placee agrees to indemnify on
an after-tax basis and hold the Company, the Banks and their
respective directors, officers, employees, agents and 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,
acknowledgements, agreements and undertakings in this Appendix
(including in respect of any Indemnified Taxes) and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing.
When a Placee or person acting on
behalf of the Placee is dealing with a Bookrunner, any money held
in an account with such Bookrunner on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated
from such Bookrunner's money in accordance with the client money
rules and will be used by such Bookrunner in the course of its own
business and the Placee will rank only as a general creditor of
such Bookrunner.
The foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings are given for the benefit of the Company as well as
the Banks and are irrevocable.
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.
Past performance is no guide for
future performance and persons reading this Announcement should
consult an independent financial adviser.
All times and dates in this
Announcement may be subject to amendment. The Banks shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
The information contained herein is
not for publication, release or distribution, directly or
indirectly, in or into the United States. This Announcement does
not contain or constitute an offer for sale or the solicitation of
an offer to purchase securities in the United States.