TIDMTMO
RNS Number : 9042O
Time Out Group plc
07 October 2019
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR PUBLIC RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
7 October 2019
Time Out Group plc
("Time Out", the "Company" or the "Group")
Proposed Placing
Time Out Group plc (AIM: TMO), the global media and leisure
business, today announces a placing of up to 13,468,939 new
ordinary shares of GBP0.001 each in the capital of the Company
("Placing Shares") at a price of 127 pence per Placing Share (the
"Placing").
Summary of the Placing
-- Placing of up to 13,468,939 Placing Shares at 127 pence per
Placing Share to raise gross proceeds of up to GBP17.1 million
-- Net proceeds of the Placing to be used for continued
investment in the roll-out of Time Out Market and to reduce Group
indebtedness
-- Placing by way of an accelerated bookbuild
-- Books are open with immediate effect
-- Liberum Capital Limited ("Liberum") is acting as Sole Bookrunner
Reasons for the Placing and Use of Proceeds
The Directors believe that the Placing will provide capital for
Time Out's next stage of development. The Company expects to raise
gross proceeds of approximately GBP17.1 million from the Placing,
which will provide additional financing for continued investment in
the roll-out of Time Out Market, and allow the Group to reduce its
indebtedness.
Details of the Placing
Liberum is acting as Sole Bookrunner in connection with the
Placing.
The Placing is being conducted by way of an accelerated
bookbuild process and will be launched immediately following the
release of this Announcement and will be made available to new and
existing institutional and other eligible investors. The book will
close at the sole discretion of Liberum (in consultation with the
Company).
Under the terms of the Placing, the Company intends to place on
a non pre-emptive basis up to 13,468,939 new ordinary shares of
GBP0.001 each in the capital of the Company, representing up to
approximately 9.98 per cent of the existing issued ordinary share
capital of the Company as at 7 October 2019. Members of the public
are not entitled to participate in the Placing.
The Placing is subject to the terms and conditions set out in
Appendix I to this announcement (which, together with the
definitions set out in Appendix II, forms part of this
announcement, such announcement and Appendices together being, this
"Announcement"). The Placing is not underwritten. The Company and
Liberum reserve the right to change the size of the Placing in
their absolute discretion, provided that the maximum number of
Placing Shares to be issued shall not exceed 13,468,939.
A further announcement will be made on the closing of the
bookbuild process, which is expected later today.
The Placing is conditional upon, inter alia, Admission becoming
effective. The Placing is also conditional upon the placing
agreement between Liberum and the Company (the "Placing Agreement")
becoming unconditional and not being terminated. Further details of
the Placing Agreement can be found in the terms and conditions of
the Placing contained in Appendix I to this Announcement (which
forms part of this Announcement).
By choosing to participate in the Placing and by making an oral
and/or written legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety, including the Appendices, and to be
making such offer on the terms and subject to the conditions
contained herein and to be making the representations, warranties,
undertakings and acknowledgements contained in Appendix I to this
Announcement.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of GBP0.001 each in the capital of the Company, including the right
to receive all dividends and other distributions declared, made or
paid after the date of issue. Application will shortly be made for
the Placing Shares to be admitted to trading on the AIM market of
London Stock Exchange plc. It is expected that settlement of the
subscriptions in respect of the Placing Shares and Admission will
take place and that trading in the Placing Shares will commence at
8.00 a.m. on 9 October 2019.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in Appendix I to this Announcement.
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.
For further information, please contact:
Time Out Group plc Tel: +44 (0)207 813 3000
Julio Bruno, CEO
Adam Silver, CFO
Steven Tredget, Investor Relations Director
Liberum (Nominated Adviser and Sole Bookrunner) Tel: +44 (0)203 100 2222
Steve Pearce
Joshua Hughes
Euan Brown
Will Hall
FTI Consulting LLP Tel: +44 (0)203 727 1000
Edward Bridges
Stephanie Ellis
Important Notices
This announcement is released by Time Out Group plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information
relating to the Placing described above, and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Adam Silver, Chief Financial Officer.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
You should not place undue reliance on forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the FCA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unauthorised or unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, delivered 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. The Company does not intend to
register any portion of the Placing in the United States or to
conduct a public offering of securities in the United States.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of FSMA
and a copy of it has not been, and will not be, delivered to the
FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Directive. Its contents have not been
examined or approved by the London Stock Exchange plc, nor has it
been approved by an "authorised person" for the purposes of Section
21 of FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the FSMA does not apply.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(e) of the Prospectus Regulation
(EU) 2017/1129 ("Qualified Investors") and (b) if in the United
Kingdom, persons who (i) have professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or are high net worth companies,
unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii)
are "qualified investors" as defined in section 86 of FSMA and (c)
otherwise, to persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as
"Relevant Persons"). Any investment in connection with the Placing
will only be available to, and will only be engaged with, relevant
persons. Any person who is not a Relevant Person should not act or
rely on this Announcement or any of its contents.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Liberum (apart from the responsibilities or liabilities that may be
imposed by the FSMA or other regulatory regime established
thereunder) or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and sole bookrunner for
the Company and for no-one else in connection with the Placing, and
Liberum will not be responsible to anyone other than the Company
for providing the protections afforded to its customers or for
providing advice to any other person in relation to the Placing or
any other matter referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Liberum that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to
observe such restrictions.
The Announcement does not constitute a recommendation concerning
any investor's options with respect to the Placing. The Placing
Shares to which this Announcement relates may be illiquid and / or
subject to restrictions on their resale. Prospective purchasers of
the Placing Shares should conduct their own due diligence, analysis
and evaluation of the business and date described in this
Announcement, including the Placing Shares. The pricing and value
of securities can go down as well as up. Past performance is not a
guide to future performance. The contents of this Announcement are
not to be construed as financial, legal, business or tax advice. If
you do not understand the contents of this Announcement you should
consult an authorised financial adviser, legal adviser, business
adviser or tax adviser for financial, legal, business or tax
advice.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Liberum will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Appendix I
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, PUBLIC RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES)
COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH
ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE, TO PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A
"RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT
(INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO
SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES
NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
Persons (including individuals, funds or otherwise) who are
invited to and who have chosen to participate in the Placing (and
any person acting in such person's behalf), by making an oral or
written offer to subscribe for Placing Shares will be deemed to
have read and understood this Announcement, including this
Appendix, in its entirety and to be making such offer on the terms
and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee
represents, warrants and acknowledges that:
1. 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;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
member state of the European Economic Area or to which the
Prospectus Regulation otherwise applies other than Qualified
Investors or in circumstances in which the prior consent of Liberum
has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Regulation
as having been made to such persons;
3. except as otherwise permitted by Liberum, (i) it and the
person(s), if any, for whose account or benefit it is acquiring the
Placing Shares are purchasing the Placing Shares in an "offshore
transaction" as defined in Regulation S under the Securities Act;
(ii) it is aware of the restrictions on the offer and sale of the
Placing Shares pursuant to Regulation S; and (iii) the Placing
Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
5. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix;
6. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States; and
7. The Company and Liberum will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
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
Liberum, acting as Placing Agent, has entered into placing
agreement with the Company (the "Placing Agreement") under which,
subject to the conditions set out therein, Liberum has agreed to
use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid following Admission.
Application for admission to trading
Application will be made to London Stock Exchange plc ("LSE")
for admission of the Placing Shares ("Admission") to trading on
AIM, a market of that name operated by LSE ("AIM") in accordance
with the AIM Rules for Companies. It is expected that Admission
will become effective and that dealings in the Placing Shares will
commence on AIM at 8.00 a.m. on 9 October 2019, and in any event no
later than 23 October 2019.
Bookbuild
Liberum 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.
Liberum 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
Liberum is arranging the Placing as agent for and on behalf of
the Company. Participation in the Placing will only be available to
Placees who may lawfully be, and are, invited to participate by
Liberum. Liberum's agents and their respective affiliates are each
entitled to enter bids in the Bookbuild as principal.
The number of Placing Shares to be issued will be agreed between
Liberum and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Liberum.
Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire at the Placing Price
established by the Company and Liberum. Bids may be scaled down by
Liberum on the basis referred to below.
The Bookbuild is expected to close at close of business on 7
October 2019, but may be closed earlier or later at the absolute
discretion of Liberum. Liberum may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of Liberum) to
reduce or seek to increase (subject to the maximum size referred to
in the Announcement) the amount to be raised pursuant to the
Placing.
Liberum will determine in its absolute discretion (in
consultation with the Company) the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee and this will be confirmed orally or in
writing by Liberum as agent of the Company ("Confirmation"). No
element of the Placing will be underwritten. Confirmation will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to subscribe for
the number of Placing Shares allocated to it at the Placing Price
on the terms and conditions set out in this Appendix (a copy of the
terms and conditions having been provided to the Placee prior to or
at the same time as such oral or written confirmation) and in
accordance with the Company's articles of association. Each
prospective Placee's allocation and commitment will be evidenced by
a contract note or an electronic trade confirmation issued to such
Placee by Liberum. The terms of this Appendix will be deemed
incorporated by reference therein. For the avoidance of doubt, the
Confirmation constitutes each Placee's irrevocable legally binding
agreement, subject to the Placing Agreement not having been
terminated, to pay the aggregate settlement amount for the Placing
Shares to be subscribed for by that Placee regardless of the total
number of Placing Shares (if any) subscribed for by any other
investor(s) and, except with the consent of Liberum, the
Confirmation will not be capable of variation or revocation after
the time at which it is submitted.
Liberum reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Liberum also reserves the right
not to accept offers for Placing Shares or to accept such offers in
part rather than in whole.
Each Placee will be required to pay to Liberum, on the Company's
behalf, the Placing Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Liberum and the Company.
Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Liberum, to pay to 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 such Placee has agreed to
subscribe for. Each Placee will be deemed to have read and
understood this Appendix in their entirety, to be participating in
the Placing upon the terms and conditions contained in this
Appendix, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in this Appendix. To the fullest extent permitted by law
and applicable FCA rules (the "FCA Rules"), neither (i) Liberum,
(ii) any of its respective directors, officers, employees or
consultants, or (iii) to the extent not contained within (i) or
(ii), any person connected with Liberum as defined in the FCA Rules
((i), (ii) and (iii) being together "affiliates" and individually
an "affiliate"), shall have any liability to Placees or to any
person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in
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'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to
below under 'Termination of the Placing Agreement'. In the event
that the Placing Agreement is not entered into or does not
otherwise become unconditional in any respect or, after having been
entered into, is terminated, the Placing will not proceed and all
funds delivered by the Placee to Liberum in respect of the Placee's
participation will be returned to the Placee at the Placee's risk
without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including the Appendices, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendices.
To the fullest extent permissible by law, neither the Company,
nor Liberum nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Liberum nor any of its
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of Liberum's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Liberum and the Company may agree.
Conditions of the Placing
The obligations of Liberum under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the Company having complied with all of its material
obligations under the Placing Agreement (to the extent that such
obligations fall to be performed prior to Admission); and
(b) Admission having occurred not later than 8.00 a.m. on 9
October 2019 or such later date as the Company and Liberum may
agree, but in any event not later than 8.00 a.m. on 23 October
2019.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Liberum by the respective time or date where specified, (ii) any of
such conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Liberum, at its discretion and upon such terms as it thinks fit,
may waive (where capable of waiver) compliance by the Company with
the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement (including this Appendix).
None of Liberum, the Company or any other person shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Liberum.
Termination of the Placing Agreement
Liberum is entitled at any time before Admission, to terminate
the Placing Agreement in relation to its obligations in respect of
the Placing Shares by giving notice to the Company if, amongst
other things:
(a) the Company is in material breach of any of its obligations
under the Placing Agreement; or
(b) any statement in the placing documents has become or been
discovered to be untrue or inaccurate in any material respect or
misleading; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to Admission (by
reference to the facts and circumstances then existing), untrue or
inaccurate in any material respect or misleading; or
(d) there shall have occurred, happened or come into effect (i)
any outbreak or escalation of hostilities, any attack or act of
terrorism, any declaration of a national emergency or war and any
other calamity or crisis; of national or international effect; or
(ii) any suspension or limitation of trading generally on the New
York Stock Exchange, the NASDAQ National Market or the LSE, or
minimum or maximum prices for trading have been fixed, or maximum
ranges for prices of securities have been required, by any of said
exchanges or by such system or by order of any governmental
authority, or a material disruption has occurred in commercial
banking or securities settlement or clearance services in the
United States or in Europe (including the United Kingdom); or (iii)
any material adverse change in national or international financial,
monetary, economic, political or market conditions, which, in each
case, in the opinion of Liberum acting in good faith makes it
impractical or inadvisable to proceed with the Placing.
Upon such termination, 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 Liberum of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Liberum and that they need not make any reference to Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
LSE in relation to the Placing and Placees' commitments will be
made solely on the basis of their own assessment of the Company,
the Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) 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, Liberum or any other person and none of Liberum nor 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. 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. No Placee should consider any
information in this Announcement (including this Appendix) to be
legal, tax or business advice. Each Placee should consult its own
legal adviser, tax adviser and/or business adviser for legal, tax
and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees by such other means that it deems
necessary, including in certificated form if, in the reasonable
opinion of Liberum, delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
Liberum. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in the Appendices and subject to the Company's Articles
of Association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or
electronic trade confirmation in accordance with the standing
arrangements in place with Liberum, stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Liberum 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 that it
has in place with Liberum. Settlement should be through Liberum
against CREST ID: ENQAN. For the avoidance of doubt, Placing
allocations will be booked with a trade date of 7 October 2019 and
settlement date of 9 October 2019. Settlement will take place on a
delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account
operated by Liberum as agent for the Company and Liberum will enter
their delivery (DEL) instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee
against payment.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Liberum.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Liberum all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which Liberum lawfully takes on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic trade confirmation is copied and delivered immediately
to the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or stamp duty reserve tax. If there are any other
circumstances in which any stamp duty or stamp duty reserve tax
(including any interest and 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
Liberum nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf)
acknowledges, undertakes, represents, warrants and agrees (as the
case may be) that:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the Placing
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein;
2. it has received this Announcement solely for its use and has
not redistributed or duplicated it and it will not redistribute or
duplicate this Announcement or any other materials concerning the
Placing (including any electronic copies thereof);
3. no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has
not received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
4. its participation in the Placing shall also be subject to the
provisions of the Placing Agreement and the memorandum and articles
of association of the Company in force both before and immediately
after Admission;
5. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement(the "Publicly
Available Information"); (ii) the Ordinary Shares are admitted to
trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of AIM (collectively, the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access
such Exchange Information without undue difficulty and is able to
obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty and (iii) it has had access to such financial and other
information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
6. neither Liberum, the Company nor any of their respective
affiliates, agents, directors, officers, employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company
other than the information included in this Announcement; nor has
it requested any of Liberum, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
7. the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither
Liberum, nor any person acting on its behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any Publicly Available Information (including the Exchange
information), such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Liberum
or the Company or their respective affiliates and neither Liberum
nor the Company nor their respective affiliates will be liable for
any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
8. to the extent it has received any inside information (for the
purposes of the Market Abuse Regulation (EU Regulation No. 596/2014
("MAR")) and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, it has not: (a) dealt
(or attempted to deal) in the securities of the Company; (b)
encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed inside
information to any person, prior to the information being made
publicly available;
9. neither Liberum nor any person acting on its behalf nor any
of their respective affiliates has or shall have any liability for
any Publicly Available Information (including any Exchange
Information), or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
10. it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering Regulations 2007, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (the "Regulations") and any related
or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
11. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the European Economic Area or to which the Prospectus Regulation
otherwise applies other than to qualified investors, or in
circumstances in which the prior consent of Liberum has been given
to the proposed offer or resale;
12. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted 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;
13. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the
European Economic Area within the meaning of the Prospectus
Regulation (including any relevant implementing measure in any
member state);
14. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
15. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
16. if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, and is a qualified investor as defined in Section 86 of
FMSA or is a person to whom this Announcement may otherwise be
lawfully communicated;
17. any offer of Placing Shares may only be directed at persons
in member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation and represents and agrees that, in the EEA, it is such a
qualified investor;
18. (i) it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant
jurisdictions which apply to it, (ii) it has all necessary capacity
and has obtained all necessary consents and authorities to enable
it to commit to this participation in the Placing (including
executing and delivering all documents necessary for such
participation), (iii) it is and will remain liable to the Company
and/or Liberum for the performance of all of its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations, and that its
subscription 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, (iv) it has
paid any issue, transfer or other taxes due in connection with its
participation in any territory and (v) it has not taken any action
which will or may result in the Company, Liberum or any of their
affiliates or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing. Each Placee agrees that the provisions
of this paragraph 18 shall survive the resale of the Placing Shares
by or on behalf of any person for whom it is acting;
19. the Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or jurisdiction of the United States, or the
relevant Australian, Canadian, Japanese, New Zealand or South
African securities legislation and therefore the Placing Shares may
not be offered, sold, transferred or delivered directly or
indirectly into the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or their respective
territories and possessions, except subject to limited
exemptions;
20. it has complied with all relevant laws and regulations of
all relevant territories, obtained all requisite governmental or
other consents which may be required in connection with the Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in Liberum, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing;
21. its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation
to prepare or file a prospectus or similar document or any other
report with respect to such purchase; (ii) any disclosure or
reporting obligation of the Company; or (iii) any registration or
other obligation on the part of the Company;
22. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other subscribers or
sold as Liberum may in its discretion determine and it will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty
for stamp duty reserve tax (together with any interest or penalties
due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
23. neither Liberum nor any of its affiliates, nor any person
acting on behalf of any of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and
will not be a client of Liberum for the purposes of the Placing and
that Liberum has no duties or responsibilities to it for providing
the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
24. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Liberum nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and Liberum in
respect of the same on the basis that the Placing Shares will be
allotted to the CREST stock account of Liberum who will hold them
as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
25. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Liberum in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
26. Liberum and its affiliates will rely upon the truth and
accuracy of the representations, warranties and acknowledgements
set forth herein and which are irrevocable and it irrevocably
authorises Liberum to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
27. it agrees to indemnify on an after tax basis and hold the
Company and Liberum and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in the Appendices and further agrees
that the provisions of the Appendices shall survive after
completion of the Placing;
28. it will acquire any Placing Shares subscribed for 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 acknowledgements, representations and agreements herein on
behalf of each such account;
29. its commitment to subscribe for Placing Shares on the terms
set out herein and in the relevant contract notes will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company and Liberum. The agreement to settle a
Placee's subscription (and/or the subscription of a person for whom
such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to the
subscription by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). 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 may be
payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and none
of the Company, Liberum shall be responsible for such stamp duty or
stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and notify Liberum accordingly;
30. no action has been or will be taken by any of the Company,
Liberum or any person acting on behalf of the Company or Liberum
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. in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Placing. It further confirms
that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
32. 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) had access to review publicly available information
concerning the Company that it considers necessary or appropriate
and sufficient in making an investment decision; (c) reviewed such
information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares; and (d)
made its investment decision based upon its own judgment, due
diligence and analysis and not upon any view expressed or
information provided by or on behalf of Liberum;
33. it may not rely on any investigation that Liberum or any
person acting on its behalf may or may not have conducted with
respect to the Company, or the Placing and Liberum has not made any
representation to it, express or implied, with respect to the
merits of the Placing, the subscription for the Placing Shares, or
as to the condition, financial or otherwise, of the Company, or as
to any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no information has been
prepared by Liberum or the Company for the purposes of this
Placing;
34. it will not hold Liberum or any of its affiliates or any
person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") and that neither Liberum nor any person acting on
behalf of Liberum 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;
35. the Placee is either (A) a person located outside the United
States and is subscribing for Placing Shares only in an "offshore
transaction" as defined in and pursuant to Regulation S, or (B)
within the United States and a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act and is not
subscribing for Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares in or into the United States, and has or will
have executed and delivered a U.S. investor representation letter
substantially in the form set out in the letter provided to it by
Liberum to the addressees specified therein;
36. the Placee is not acquiring Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the Securities Act);
37. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is given;
and
38. the foregoing representations, warranties and confirmations
are given for the benefit of the Company and Liberum and are
irrevocable. The Company, Liberum and their respective affiliates,
agents, directors, officers and employees and others will rely upon
the truth and accuracy of the foregoing acknowledgements,
representations, warranties and agreements and it agrees that if
any of the acknowledgements, representations, warranties and
agreements made in connection with its acquiring of Placing Shares
is no longer accurate, it shall promptly notify the Company and
Liberum. It irrevocably authorises Liberum and the Company to
produce this Announcement pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set out herein.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Liberum will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, Liberum and their respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares. Each Placee agrees to indemnify on an
after-tax basis and hold harmless the Company, Liberum and their
respective affiliates, agents, directors, officers and employees
from any and all interest, fines or penalties in relation to any
such duties or taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify Liberum accordingly.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Liberum or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum, any money held in an account with Liberum on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Liberum money in accordance with the
client money rules and will be used by Liberum in the course of its
own business; and the Placee will rank only as a general creditor
of Liberum.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
Appendix II
Definitions
The following definitions apply throughout this Announcement,
unless otherwise stated or the context requires otherwise:
"Admission" admission of the Placing Shares to trading on AIM
and such admission becoming effective in accordance with Rule 6 of
the AIM Rules for Companies;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rules for Companies" the London Stock Exchange's rules and
guidance notes contained in its "AIM Rules for Companies"
publication relating to companies whose securities are traded on
AIM, as amended from time to time;
"Announcement" this announcement (including the appendices to
this announcement);
"Articles" the articles of association of the Company in force
on the date hereof;
"Company" Time Out Group plc;
"CREST" the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear which facilitates the
transfer of title to shares in uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment or subordinate
legislation which amends or supersedes those regulations and any
applicable rules made under those regulations or any such enactment
or subordinate legislation for the time being in force;
"Euroclear" Euroclear UK & Ireland Limited, a company
incorporated in England & Wales with registered number
02878738, being the operator of CREST;
"FCA" the Financial Conduct Authority in its capacity as the
competent authority for the purposes of Part VI of FSMA;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"Group" the Company together with its subsidiaries from time to
time;
"Liberum" Liberum Capital Limited, Ropemaker Place, 25 Ropemaker
Street, London EC2Y 9LY;
"London Stock Exchange" London Stock Exchange plc;
"Ordinary Shares" the ordinary shares of GBP0.001 each in the
share capital of the Company;
"Placing" the placing of the Placing Shares at the Placing Price
by Liberum as agent for and on behalf of the Company pursuant to
the terms of the Placing Agreement;
"Placing Agreement" the conditional agreement dated 7 October
2019 between (1) the Company and (2) Liberum relating to the
Placing, further details of which are set out in this
Announcement;
"Placing Price" 127 pence per Placing Share;
"Placing Shares" the new Ordinary Shares to be issued by the
Company and subscribed for pursuant to the Placing;
"Prospectus Regulation" Regulation (EU) 2017/1129);
"Regulation D" Regulation D as promulgated under the Securities
Act;
"Regulation S" Regulation S as promulgated under the Securities
Act;
"Regulatory Information Service" has the meaning given to such
expression in the AIM Rules for Companies;
"Securities Act" or "U.S. Securities Act" the United States
Securities Act of 1933, as amended;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" or "in uncertificated form" recorded on the
relevant register of the share or security concerned as being held
in uncertificated form in CREST and title to which, by virtue of
the CREST Regulations, may be transferred by means of CREST;
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States of
America and the district of Columbia and all other areas subject to
its jurisdiction;
"US Person" bears the meaning ascribed to such term by
Regulation S; and
"GBP" pounds sterling, the lawful currency of the UK from time
to time.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEKQLFBKBFEFBE
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