TIDMAGR
RNS Number : 6795W
Assura PLC
16 November 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS ONCE PUBLISHED OR DISTRIBUTED ELECTRONICALLY. COPIES
OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM
THE REGISTERED OFFICE OF ASSURA PLC AND ON ITS WEBSITE AT
www.assuraplc.com.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
16 November 2017
ASSURA PLC
("Assura" or the "Company")
Proposed Firm Placing, Placing and Open Offer and Offer for
Subscription
and
Notice of General Meeting
The Board of Assura today announces a proposed share issuance to
raise gross proceeds of up to GBP300 million through the issue of
up to 526,315,789 New Ordinary Shares by way of a Firm Placing,
Placing and Open Offer and additional gross proceeds of up to GBP30
million through the issue of up to 52,631,578 New Ordinary Shares
through an Offer for Subscription (together, "the Share Issue"),
all at 57 pence (the "Offer Price") per New Ordinary Share.
The Offer Price represents a discount of 2.7 per cent. to the
Closing Price of 58.6 pence per Existing Ordinary Share on 15
November 2017 (being the last business day prior to the
announcement of the Share Issue) but a premium of 7.3 per cent. to
the Company's last reported EPRA NAV per Ordinary Share as at 30
September 2017 of 53.1 pence.
Highlights of the Share Issue
-- Issue of up to 193,460,489 New Ordinary Shares through the
Firm Placing, raising gross proceeds of up to GBP110 million at the
Offer Price. The Firm Placed Shares are not subject to clawback and
are not part of the Placing and Open Offer
-- Issue of 332,855,300 New Ordinary Shares through the Placing
and Open Offer, raising gross proceeds of GBP190 million at the
Offer Price
-- The Firm Placing and Placing being conducted through the
Bookbuild will open with immediate effect
-- Under the Open Offer, Qualifying Shareholders will have an
Open Offer Entitlement of 2 Open Offer Shares for every 11 Existing
Ordinary Shares held
-- Qualifying Shareholders are also being offered the
opportunity to subscribe for New Ordinary Shares in addition to
their Open Offer Entitlements under the Excess Application
Facility
-- Issue of up to 52,631,578 New Ordinary Shares through the
Offer for Subscription, in order to raise gross proceeds of up to
GBP30 million at the Offer Price. It is expected that the Offer for
Subscription will open on 17 November 2017 and allow interested
parties who cannot participate in the Firm Placing, Placing or Open
Offer an opportunity to subscribe for New Ordinary Shares
Reasons for the fundraising and use of proceeds
Assura has delivered substantial growth in its portfolio and
income over the last three financial years. The Company has a
strong investment pipeline and continues to see opportunities to
make further investments in the primary care property market which
is a sector which has attractive fundamentals and a track record of
strong risk adjusted returns. The estimated net proceeds from the
Share Issue will be used to make further investments into primary
care properties and to reposition the Group's balance sheet.
Fund acquisition and development pipeline: GBP209 million
The Group has successfully completed acquisitions for
consideration of GBP174.1 million since 31 March 2017 to 14
November 2017 and the Group has a near-term pipeline of
acquisitions and developments with a cost of approximately GBP209
million consisting of GBP126 million of new acquisition
opportunities and GBP83 million of developments:
-- The Company has identified GBP126 million of acquisition
opportunities, which are anticipated to be under contract before 31
March 2018. These opportunities predominantly represent individual
sites where deals are being negotiated directly with the current
owner
-- In addition, the Company has a pipeline of GBP83 million of
developments that are on-site or are expected to be underway over
the next 12 months
o The Group currently has five schemes for development on site
with a cost of GBP34.3 million
o In addition to the development projects currently on-site, the
Group has further 12 identified development scheme opportunities
with a value of GBP49 million that are expected to have commenced
within 12 months
The Directors believe that the Group's development pipeline is
the strongest it has been over the previous five years and that,
when combining the acquisitions and developments that have already
completed or commenced, along with the Group's near term and 12
month pipeline, the financial year ended 31 March may be the
Group's busiest year in recent history.
The Board intends to continue to target acquisitions and to fund
developments to secure new investments at above-market yields. The
above acquisitions and developments are expected to generate yield
on costs or consideration broadly in line with that of the Group's
most recent acquisitions, developments and forward funding
agreements.
Repositioning the balance sheet: GBP91 million
The Group intends, subject to completion of the Share Issue, to
refinance its Aviva senior secured term loans, which had a balance
of GBP211.7 million as at 30 September 2017 with a weighted average
interest rate of 5.43 per cent. The Group anticipates that the
associated break costs of this refinancing will be approximately
GBP55 million. The Group will utilise the proceeds of the Share
Issue to fund this break cost and deploy GBP36 million to reduce
further the Group's LTV providing substantial capacity for further
property investment beyond the Group's current pipeline.
To the extent that the proceeds of the Share Issue are less than
GBP200 million, the Group will review the specific allocation of
the use of proceeds between the refinancing of the Aviva senior
secured term loans and investment in property acquisitions and
developments, subject to the implication for the Group's LTV.
To the extent that the proceeds of the Share Issue are above
GBP300 million, as a result of applications under the Offer for
Subscription, the Group will allocate the additional proceeds to
reduce its debt in the short term and make further investments into
its portfolio in the longer term.
Proposed increase to dividend
The New Ordinary Shares will be issued credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends or other
distributions declared, made or paid after the date of the
allotment and issue of the New Ordinary Shares.
Subject to completion of the Share Issue (assuming the maximum
possible number of Ordinary Shares to be issued under the Firm
Placing, Placing and Open Offer), the Board intends to increase the
quarterly dividend by 9 per cent. to 0.655 pence per Ordinary Share
or 2.62 pence per Ordinary Share on an annualised basis with effect
from January 2018. The New Ordinary Shares to be issued pursuant to
the Share Issue will also qualify for this dividend. The associated
record date is expected to be 15 December 2017.
Director participation
The Directors are interested in an aggregate of 7,722,662
Ordinary Shares (representing approximately 0.42 per cent. of the
Existing Ordinary Shares). Simon Laffin, David Richardson, Ed
Smith, Jonathan Murphy and Jayne Cottam intend to participate in
the Share Issue.
Notice of General Meeting
The Share Issue is conditional on, inter alia, Shareholder
approval to grant the Directors authority to allot and issue the
New Ordinary Shares as if the applicable statutory pre-emption
rights did not apply. Approval will be sought at a General Meeting
to be convened at 10.00 a.m. on 4 December 2017 at the offices of
Travers Smith LLP, 10 Snow Hill, London EC1A 2AL, notice of which
will be set out in the Prospectus. If the Resolution is not passed
at the General Meeting, the Share Issue will not proceed.
Publication of Prospectus
The Prospectus will, following publication, be sent to
Shareholders and made available on the Company's website,
www.assuraplc.com.
Any capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in Appendix II.
Jonathan Murphy, CEO said:
"Primary care remains at the heart of the NHS agenda. With
Assura's development pipeline being the strongest it has been for
many years, the anticipated proceeds of this fund raising will
allow us to continue investing in the primary health care estate of
the future and positions us at the forefront of this
opportunity."
Enquiries:
+44 1925
Assura plc 420660
Jonathan Murphy
Jayne Cottam
Orla Ball
Stifel Nicolaus Europe +44 20 7710
Limited 7600
Mark Young
Stewart Wallace
Tom Yeadon
+44 207 742
J.P. Morgan Cazenove 4000
Bronson Albery
Barry Meyers
Expected timetable of principal events
Record Date for entitlements under the Open Offer close of business on 14 November 2017
Announcement of the Share Issue 16 November 2017
Ex-entitlement date 16 November 2017
Despatch of Prospectus, Application Forms and Forms of Proxy 16 November 2017
Offer for Subscription opens 17 November 2017
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock as soon as possible after
accounts in CREST 8.00 a.m. on 17 November 2017
of Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 p.m. on 27 November 2017
and Excess Open
Offer Entitlements from CREST
Recommended latest time for depositing Open Offer Entitlements and Excess Open 3.00 p.m. on 28 November 2017
Offer Entitlements
in to CREST
Recommended latest time for splitting Open Offer Application Forms (to satisfy 3.00 p.m. on 29 November 2017
bona fide market
claims only)
Latest time and date for receipt of Forms of Proxy and electronic proxy
appointments via CREST 11.00 a.m. on 30 November 2017
Latest time and date for receipt of completed Open Offer Application Forms and
payment in
full under the Open Offer or settlement of relevant CREST instructions (as
appropriate) 11.00 a.m. on 1 December 2017
Latest time and date for receipt of Offer for Subscription Application Forms
and payment in 11.00 a.m. on 1 December 2017
full under the Offer for Subscription
Announcement of the results of the Open Offer and the Offer for Subscription 4 December 2017
General Meeting 10.00 a.m. on 4 December 2017
Announcement of results of General Meeting 4 December 2017
Admission and commencement of dealings in the New Ordinary Shares 6 December 2017
CREST stock accounts expected to be credited for the New Ordinary Shares 6 December 2017
Share certificates for New Ordinary Shares expected to be despatched within 14 days of Admission
Each of the times and dates in the table above is indicative
only and may be subject to change. References to times in this
announcement are to London time. The times and dates set out in the
table above and mentioned throughout this announcement may be
adjusted by the Company in consultation with Stifel and J.P. Morgan
Cazenove, in which event details of the new times and dates will be
notified to the FCA, the London Stock Exchange and, where
appropriate, Shareholders. Any Existing Ordinary Shares sold prior
to the close of business on 16 November 2017, the date on which the
Existing Ordinary Shares will trade with entitlement, will be sold
to the purchaser with the right to receive entitlements under the
Open Offer.
Dealing codes
Ticker AGR
ISIN of the Existing Ordinary GB00BVGBWW93
Shares (and the New Ordinary
Shares once admitted to
trading)
ISIN of the Open Offer Entitlement GB00BF3FNC98
ISIN of the Excess Open GB00BF3FNG37
Offer Entitlement
SEDOL BVGBWW9
Further information in relation to the Share Issue
The Share Issue
The Company proposes to raise gross proceeds of up to GBP300
million through the issue of up to 526,315,789 New Ordinary Shares
by way of a Firm Placing and a Placing and Open Offer and
additional gross proceeds of up to GBP30 million through the issue
of up to 52,631,578 New Ordinary Shares by way of an Offer for
Subscription, all at the offer price of 57 pence per New Ordinary
Share. The Offer Price represents a discount of 2.7 per cent. to
the Closing Price but a premium of 7.3 per cent. to the Company's
last reported EPRA NAV per Ordinary Share as at 30 September 2017
of 53.1 pence.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of any of its Ordinary
Shares in the period from the date of this Announcement until 90
days after Admission without the prior consent of the Joint
Bookrunners.
Shareholder approval
The Share Issue requires Shareholder approval to grant the
Directors authority to allot and issue the New Ordinary Shares as
if the applicable statutory pre-emption rights did not apply.
Approval will be sought at a General Meeting convened for 10.00
a.m. on 4 December 2017, notice of which will be set out in the
Prospectus. If the Resolution is not passed at the General Meeting,
the Share Issue will not proceed.
Reasons for the fundraising and use of proceeds
Primary care real estate has a track record of strong risk
adjusted returns, exhibiting a higher return and lower risk profile
than other property sectors, based on MSCI IPD data over the last
ten years, and the Directors believe there is a compelling
investment opportunity for the Group to deploy additional capital
into this sector.
To capitalise on current opportunities, the Company wishes to
raise capital to make further investments into primary care
properties and to refinance certain of the Group's borrowings.
Fund acquisition and development pipeline: GBP209 million
The Group has successfully completed acquisitions for
consideration of GBP174.1 million since 31 March 2017 to 14
November 2017. The Group has a near-term pipeline of acquisitions
and developments with a cost of approximately GBP209 million. The
Company has identified GBP126 million of acquisition opportunities,
which are anticipated to be under contract before 31 March 2018.
These opportunities predominantly represent individual sites where
deals are being negotiated directly with the current owner.
In addition, the Company has a pipeline of GBP83 million of
developments that are on-site or are expected to be underway over
the next 12 months. The Group currently has five schemes for
development on site with a cost of GBP34.3 million. In addition to
the development projects currently on-site, the Group has further
12 identified development scheme opportunities with a value of
GBP49 million that are expected to have commenced within 12 months.
The Directors believe that the Group's development pipeline is the
strongest it has been over the previous five years and that, when
combining the acquisitions and developments that have already
completed or commenced, along with the Group's near term and 12
month pipeline, the financial year ended 31 March 2018 may be the
Group's busiest year in recent history.
The Board intends to continue to target acquisitions and to fund
developments to secure new investments at above-market yields. The
above acquisitions and developments are expected to generate yield
on costs or consideration broadly in line with that of the Group's
most recent acquisitions, developments and forward funding
agreements.
Repositioning the balance sheet: GBP91 million
The Group intends, subject to completion of the Share Issue, to
refinance its Aviva senior secured term loans, which had a balance
of GBP211.7 million as at 30 September 2017 with a weighted average
interest rate of 5.43 per cent. The Group anticipates that the
associated break costs of this refinancing will be approximately
GBP55 million. The Group will utilise the proceeds of the Share
Issue to fund this break cost and deploy GBP36 million to reduce
further the Group's LTV providing substantial capacity for further
property investment beyond the Group's current pipeline.
To the extent that the proceeds of the Share Issue are less than
GBP200 million, the Group will review the specific allocation of
the use of proceeds between the refinancing of the Aviva senior
secured term loans and investment in property acquisitions and
developments, subject to the implication for the Group's LTV.
To the extent that the proceeds of the Share Issue are above
GBP300 million, as a result of applications under the Offer for
Subscription, the Group will allocate the additional proceeds to
reduce its debt in the short term and make further investments into
its portfolio in the longer term.
Current trading and prospects of Assura
Since 30 September 2017 to 14 November 2017, the Group completed
the acquisition of four properties for total consideration of
GBP20.5 million, increased its available credit under the RCF from
GBP250.0 million to GBP300.0 million and privately placed GBP150.0
million unsecured notes in two tranches with maturities of eight
and ten years, with a weighted average coupon of 3.04 per cent.
Principal terms of the Share Issue
Firm Placing
Pursuant to the Sponsor and Placing Agreement, the Joint
Bookrunners have severally agreed to use their respective
reasonable endeavours to procure Firm Placees for up to 193,460,489
New Ordinary Shares at the Offer Price representing gross proceeds
of up to GBP110 million at the Offer Price. The Firm Placed Shares
are not subject to clawback and are not part of the Placing and
Open Offer.
Placing and Open Offer
Pursuant to the Sponsor and Placing Agreement, the Joint
Bookrunners have severally agreed to use their respective
reasonable endeavours to conditionally place all of the Open Offer
Shares with institutional investors at the Offer Price subject to
clawback to satisfy valid applications by Qualifying Shareholders
under the Open Offer. Any New Ordinary Shares that are available
under the Open Offer and are not taken up by Qualifying
Shareholders pursuant to their Open Offer Entitlements and under
the Excess Application Facility may be issued in the Placing. The
Open Offer Shares will be offered to Qualifying Shareholders by way
of the Open Offer (representing gross proceeds of GBP190 million at
the Offer Price). Excluded Overseas Shareholders will not be able
to participate in the Open Offer. The Open Offer provides an
opportunity for Qualifying Shareholders to participate in the
fundraising (subject to compliance with applicable securities laws)
by subscribing both for their Open Offer Entitlement and for any
Excess Open Offer Entitlement, subject to availability.
Qualifying Shareholders will have an Open Offer Entitlement
of:
2 Open Offer Shares for every 11 Existing Ordinary Shares
registered in the name of the relevant Qualifying Shareholder on
the Record Date and so in proportion to any other number of
Existing Ordinary Shares held.
Qualifying Shareholders may also apply, under the Excess
Application Facility, for any whole number of New Ordinary Shares.
Applications for Excess Shares will be satisfied only to the extent
that corresponding applications by other Qualifying Shareholders
are not made or are made for less than their pro rata entitlements.
If applications under the Excess Application Facility are received
for more than the total number of Open Offer Shares available
following take-up of the Open Offer Entitlements, such applications
will be scaled back at the discretion of the Directors (in
consultation with Stifel and J.P. Morgan Cazenove), who will have
regard to the pro rata number of Excess Shares applied for by
Qualifying Shareholders under the Excess Application Facility.
Open Offer Entitlements will be rounded down to the nearest
whole number and any fractional entitlements to Open Offer Shares
will not be allocated but will be aggregated and made available in
the Excess Application Facility.
The Open Offer is being made on a pre-emptive basis to
Qualifying Shareholders and is not subject to scaling back.
Application Forms for Qualifying non-CREST Shareholders are
expected to be posted to Qualifying non-CREST Shareholders on 16
November 2017 and Open Offer Entitlements are expected to be
credited to stock accounts of Qualifying CREST Shareholders in
CREST by 17 November 2017. The latest time and date for receipt of
completed Application Forms and payment in full under the Open
Offer and settlement of relevant CREST instructions (as
appropriate) is 11.00 a.m. on 1 December 2017, with Admission
expected to take place on 6 December 2017.
Any Qualifying Shareholder who has sold or transferred all or
part of his registered holding(s) of Existing Ordinary Shares prior
to the close of business on 16 November 2017 is advised to consult
his stockbroker, bank or other agent through whom the sale or
transfer was effected as soon as possible since the invitation to
apply for Open Offer Shares under the Open Offer may be a benefit
which may be claimed from him under the rules of the London Stock
Exchange by those who purchased his holding(s) or part thereof.
Further information on, and the terms and conditions of, the
Open Offer will be set out in the Prospectus.
Offer for Subscription
Up to 52,631,578 New Ordinary Shares are available under the
Offer for Subscription at the Offer Price, representing gross
proceeds of up to GBP30 million at the Offer Price. The Offer for
Subscription is only being made in the UK but, subject to
applicable law, the Company may allot New Ordinary Shares on a
private placement basis to applicants in other jurisdictions. The
terms and conditions of application under the Offer for
Subscription will be set out in the Prospectus. The terms and
conditions should be read carefully before an application is made.
Investors should consult their respective stockbroker, bank
manager, solicitor, accountant or other financial adviser if they
are in any doubt about the contents of the Prospectus.
The latest time and date for receipt of completed Offer for
Subscription Application Forms and payment in full under the Offer
for Subscription and settlement of relevant CREST instructions (as
appropriate) is 11.00 a.m. on 1 December 2017, with Admission
expected to take place on 6 December 2017.
The Offer for Subscription is separate to, and does not form
part of, the Firm Placing, or Placing and Open Offer.
The Share Issue is conditional, amongst other things, on:
-- the execution of the Placing Terms Agreement by the parties
thereto following completion of the Bookbuild;
-- the satisfaction of certain conditions contained in the
Sponsor and Placing Agreement between the Company, Stifel and J.P.
Morgan Cazenove, which are typical for an agreement of that
nature;
-- Stifel and J.P. Morgan Cazenove not having terminated the
Sponsor and Placing Agreement in accordance with its terms;
-- the approval of the Resolution by Shareholders at the General
Meeting (or any adjournment thereof); and
-- Admission occurring on or before 8.00 a.m. on 6 December 2017
(or such later time and/or date as the Joint Bookrunners and the
Company may agree, being not later than 22 December 2017).
To the extent that any Firm Placee or Placee procured by the
Joint Bookrunners fails to subscribe for any or all of the Firm
Placed Shares and/or Placing Shares which have been allocated to
it, pursuant to the Sponsor and Placing Agreement each of the Joint
Bookrunners shall severally subscribe, as principal, for such Firm
Placed Shares and/or Placing Shares at the Offer Price. Each of the
Joint Bookrunner's obligation to subscribe for Firm Placed Shares
is subject to certain conditions in the Sponsor and Placing
Agreement including, among others, the execution of the Placing
Terms Agreement. The Offer for Subscription is not being
underwritten.
Bookbuild
The Bookbuild will open with immediate effect. The timing of the
closing of the Bookbuild is at the discretion of Stifel and J.P.
Morgan Cazenove, following consultation with the Company. The
bookbuild will determine (i) the number of firm Placed Shares and
(ii) the identity of the Firm Placees and Placees and their
respective allocations.
By choosing to participate in the Firm Placing and the Placing
and by making an oral and legally binding offer to acquire New
Ordinary 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 of the Firm Placing and the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in Appendix I.
Applications for Admission
Applications will be made to the FCA for the New Ordinary Shares
to be admitted to the premium listing segment
of the Official List and to trading on the premium segment of
London Stock Exchange's Main Market. It is expected Admission will
become effective and that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on 6 December 2017.
Board intentions and recommendation
The Board considers the terms of the Share Issue to be in the
best interests of Assura and the Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolution, as the Directors intend to do in
respect of their own beneficial holdings and those of their
connected persons, which amount in aggregate to 7,722,662 Ordinary
Shares, representing approximately 0.42 per cent. of the Company's
issued ordinary share capital as at 14 November 2017 (being the
latest practicable date prior to the publication of the
Prospectus).
IMPORTANT NOTICE
Shareholders should note that the Open Offer is not a rights
issue. Qualifying CREST Shareholders should note that the Open
Offer Entitlements will not be tradeable or listed and that,
although the Open Offer Entitlements will be admitted to CREST and
be enabled for settlement, applications in respect of entitlements
under the Open Offer may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim raised by Euroclear's Claims Processing Unit.
Qualifying Non-CREST Shareholders should note that the Application
Form is not a negotiable document and cannot be traded.
Qualifying Shareholders should be aware that in the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for
will not be sold in the market or placed for the benefit of
Qualifying Shareholders who do not apply under the Open Offer, but
will be subscribed for under the Placing with the net proceeds
retained for the benefit of the Company and Qualifying Shareholders
who do not apply to take up their Open Offer Entitlements will have
no rights under the Open Offer to receive any proceeds from it.
This announcement has been issued by and is the sole
responsibility of Assura. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement and
investors should not make any decision to purchase, subscribe for,
otherwise acquire, sell or otherwise dispose of any New Ordinary
Shares referred to in this announcement except on the basis of the
information contained in the Prospectus to be published by Assura
in connection with the Share Issue.
Copies of the Prospectus will, following publication, be
available from the registered office of Assura and on Assura's
website at www.assuraplc.com. The Prospectus is not, subject to
certain exceptions, available (through the website or otherwise) to
Shareholders and prospective investors in the United States,
Australia, Canada, Japan and the Republic of South Africa. Neither
the content of Assura's website nor any website accessible by
hyperlinks on Assura's website is incorporated in, or forms part
of, this announcement. The Prospectus will provide further details
of the New Ordinary Shares being offered pursuant to the Share
Issue.
This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to purchase securities to any
person with a registered address in, or who is resident in, any
Excluded Territory or in any jurisdiction in which such an offer or
solicitation is unlawful. None of the securities referred to herein
have been or will be registered under the relevant laws of any
state, province or territory in any Excluded Territory. Subject to
certain limited exceptions, none of these materials will be
released, published, distributed or forwarded in or into any
Excluded Territory.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Ordinary Shares have not been and will not
be registered under the Securities Act or under any securities laws
of any state or other jurisdiction of the United States and may not
be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offer of the New Ordinary Shares in the United
States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be
made in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States or any other Excluded Territory, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
This announcement has been prepared in accordance with English
law, the EU Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus (once
published) and the Application Forms should not be distributed,
forwarded to or transmitted in or into the United States or any
other Excluded Territory.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
if and when published the Prospectus. This announcement does not
constitute a recommendation concerning any investor's options with
respect to the Share Issue. The price 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 legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Notice to all investors
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated in the United Kingdom by the FCA. J.P. Morgan Securities
plc (which conducts its UK investment banking services as "J.P.
Morgan Cazenove") is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA. Stifel and J.P. Morgan
Cazenove are each acting exclusively for the Company in connection
with the Share Issue. Neither Stifel nor J.P. Morgan Cazenove will
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Share Issue and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients or for
providing advice in relation to Share Issue or any transaction,
matter or arrangement described in this announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
upon Stifel and J.P. Morgan Cazenove by FSMA or the regulatory
regime established thereunder, none of Stifel, J. P. Morgan
Cazenove nor any of their respective affiliates, directors,
officers, employees, agents or advisers accepts any responsibility
whatsoever, and no representation or warranty, express or implied,
is made or purported to be made by any of them, or on their behalf,
for or in respect of the contents of this announcement, including
its accuracy, completeness, verification or sufficiency, or
concerning any other document or statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
New Ordinary Shares, the Share Issue, and nothing in this
announcement is, or shall be relied upon as, a warranty or
representation in this respect, whether as to the past or future.
Each of Stifel, J.P. Morgan Cazenove and each of their respective
affiliates directors, officers, employees, agents and advisers
disclaim, to the fullest extent permitted by law, all and any
liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this announcement or
any such statement.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and the Prospectus and, if given or made, such information or
representations must not be relied on as having been authorised by
Assura or Stifel or J.P. Morgan Cazenove. Subject to the Listing
Rules, the Prospectus Rules and the Disclosure Guidance and
Transparency Rules of the FCA, the issue of this announcement shall
not, in any circumstances, create any implication that there has
been no change in the affairs of Assura since the date of this
announcement or that the information in it is correct as at any
subsequent date.
Cautionary statement regarding forward-looking statements
This announcement contains forward-looking statements. These
statements relate to the future prospects, developments and
business strategies of the Company. Forward-looking statements are
identified by the use of such terms as "believe", "could",
"envisage", "estimate", "potential", "intend", "may", "plan",
"will" or variations or similar expressions, or the negative
thereof. The forward-looking statements contained in this
announcement are based on current expectations and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. If
one or more of these risks or uncertainties materialise, or if
underlying assumptions prove incorrect, the Company's actual
results may vary materially from those expected, estimated or
projected. Given these risks and uncertainties, certain of which
are beyond the Company's control, potential investors should not
place any reliance on forward-looking statements. These
forward-looking statements speak only as at the date of this
announcement. Except as required by law, the Company undertakes no
obligation to publicly release any update or revisions to the
forward-looking statements contained in this announcement to
reflect any change in events, conditions or circumstances on which
any such statements are based after the time they are made.
APPIX I - TERMS AND CONDITIONS OF THE FIRM PLACING AND THE
PLACING
IMPORTANT INFORMATION ON THE FIRM PLACING AND THE PLACING FOR
INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM
PLACING AND THE PLACING. THIS APPIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC, AS AMED FROM TIME TO TIME, INCLUDING DIRECTIVE
2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND; (B) PERSONS IN THE UNITED KINGDOM WHO
ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED; OR (C) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). 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. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPIX) MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH 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 APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY
OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO "QUALIFIED
INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
ACQUISITION OF NEW ORDINARY SHARES (AS DEFINED BELOW).
Unless otherwise defined in this Appendix, capitalised terms
used in these terms and conditions shall have the meaning given to
them in the Announcement.
Persons who are invited to and who choose to participate in the
Firm Placing and the Placing, by making an oral or written offer to
acquire Firm Placed Shares and Placing Shares (together, the "New
Ordinary Shares") pursuant to the terms and conditions of the Firm
Placing and the Placing, including any individuals, funds or others
on whose behalf a commitment to acquire New Ordinary Shares is
given, (each such person, a "Placee") will (i) be deemed to have
read and understood this Announcement, including this Appendix, the
placing proof prospectus dated 16 November 2017 (the "Placing
Proof") prepared in accordance with the Prospectus Rules relating
to the Company and the Share Issue, and made available to Placees,
in their entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix, the Placing Proof and the
placing letter to be completed and signed by Placees in connection
with the Firm Placing and the Placing (the "Placing Letter"),
including providing (and shall only be permitted to participate in
the Firm Placing and the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out therein and in this Appendix.
This Appendix and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
the United States, Australia, Canada, Japan or South Africa or any
other Excluded Territory.
The New Ordinary Shares referred to in this Appendix have not
been, nor will they be, registered or offered under the relevant
securities laws of any state, province or territory of any Excluded
Territory. Accordingly, the New Ordinary Shares may not be offered
or sold, resold, taken up, transferred, delivered or distributed,
directly or indirectly, into or within any of the Excluded
Territories except pursuant to an applicable exemption from
registration or qualification requirements. None of the terms and
conditions set out in this Appendix, the Placing Proof, or the
Placing Letter is or constitutes an invitation or offer to sell or
the solicitation of an invitation or an offer to buy New Ordinary
Shares in any jurisdiction in which such offer to sell or
solicitation is unlawful. Persons into whose possession these
documents come should inform themselves about and observe such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The Joint Bookrunners do not make any representation to any
Placees regarding an investment in the securities referred to in
the Announcement (including this Appendix), the Placing Proof, the
Placing Letter or the Prospectus.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of either of
the Joint Bookrunners nor any of their respective affiliates,
employees, agents or advisers nor any other person acting on their
behalf, as to the accuracy, completeness, correctness or fairness
of the information or opinions contained in the Placing Proof, the
Announcement or this Appendix or for any other statement made or
purported to be made by any of them, or on behalf of them, in
connection with the Company or the Firm Placing and Placing and no
such person shall have any responsibility or liability for any such
information or opinions or for any errors or omissions.
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 Sponsor and Placing Agreement, the Firm Placing
and the Placing
The Joint Bookrunners have entered into a sponsor and placing
agreement (the "Sponsor and Placing Agreement") with the Company
under which they severally agreed to use their respective
reasonable endeavours to procure Placees for the New Ordinary
Shares at the Offer Price, on the terms and subject to the
conditions set out therein.
The Firm Placed Shares are not subject to clawback and do not
form part of the Placing and Open Offer. The Firm Placing is
subject to the same conditions and termination rights which apply
to the Placing and Open Offer.
The commitments of Placees in the Placing are subject to
clawback to satisfy valid applications by Qualifying Shareholders
under the Open Offer. The full terms and conditions of the Open
Offer will be contained in the Prospectus which is expected to be
published by the Company on or about 16 November 2017 following
approval by the FCA in accordance with the Prospectus Rules and, in
respect of Qualifying Shareholders who hold their Ordinary Shares
in certified form, in the Application Form.
Each of the Joint Bookrunners has severally (and not jointly or
jointly and severally) agreed with the Company, in the event of any
default by any Placee in paying for any New Ordinary Shares
allocated to it, to take up such New Ordinary Shares themselves at
the Offer Price in each case in the agreed proportions as set out
in the Sponsor and Placing Agreement.
The New Ordinary Shares will, when issued, be credited as fully
paid and will, following Admission (as defined below), rank pari
passu in all respects with the existing issued Ordinary Shares,
including the right to receive all dividends and distributions
declared, made or paid on or in respect of the Ordinary Shares
after Admission.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of any of its Ordinary
Shares in the period from the date of this Announcement until 90
days after Admission without the prior consent of the Joint
Bookrunners.
Application for listing and admission to trading
Applications will be made to the FCA for admission of the New
Ordinary Shares to the premium listing segment of the Official List
and to trading on the premium segment of London Stock Exchange
plc's Main Market (together, "Admission"). It is expected that
Admission will become effective at or about 8.00 a.m. (London time)
on 6 December 2017 (or such later time and/or date as the Joint
Bookrunners and the Company may agree, being not later than 8.00
a.m. on 22 December 2017) and that dealings in the New Ordinary
Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Firm Placing and the Placing (the
"Bookbuild") in order to establish (i) the number of New Ordinary
Shares in the Firm Placing; and (ii) the identity of Placees and
their respective allocations. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Firm Placing and the Placing.
The Joint Bookrunners shall be entitled to effect the Firm
Placing and the Placing by such alternative method to the Bookbuild
as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Firm Placing and
the Placing
1. The Joint Bookrunners are acting as bookrunners and agents of
the Company in connection with the Firm Placing and the
Placing.
2. The Joint Bookrunners are arranging the Firm Placing and the
Placing severally (and not jointly nor jointly and severally) as
bookrunners and agents of the Company. Participation in the Firm
Placing and the Placing will only be available to persons who are
Relevant Persons and who may lawfully be, and are, invited to
participate by either of the Joint Bookrunners. Each of the Joint
Bookrunners and their respective affiliates are entitled to enter
bids as principal in the Bookbuild.
3. The Bookbuild will establish the identity of the Placees and
allocations of New Ordinary Shares to be allocated to Placees
pursuant to the Firm Placing and the Placing whose bids are
successful. The results of the Firm Placing and the Placing will be
announced through a Regulatory Information Service following
completion of the Bookbuild (the "Placing Results
Announcement").
4. To bid in the Bookbuild, 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 New Ordinary
Shares which the prospective Placee wishes to subscribe for at the
Offer Price. Bids may be scaled down by the Joint Bookrunners on
the basis referred to in paragraph 9 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix, the Placing Letter and the
Placing Proof, will be legally binding on the Placee on behalf of
which it is made and, except with the Joint Bookrunners' 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 legally binding obligation owed to the
Joint Bookrunners, as agent for the Company, to pay the Joint
Bookrunners (or as they may direct) in cleared funds an amount
equal to the product of the Offer Price and the aggregate number of
Firm Placed Shares and, once apportioned after clawback (in
accordance with the procedure explained below under "Placing
procedure" and in the Placing Letter), the Placing Shares, which
such Placee has agreed to acquire. Each Placee's obligations will
be owed to the Joint Bookrunners.
6. The book will open with immediate effect and may close at any
time thereafter, at the discretion of the Joint Bookrunners
following consultation with the Company. The Joint Bookrunners may,
in agreement with the Company, accept bids that are received after
the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and will be confirmed to Placees orally by
the relevant Joint Bookrunner following the close of the Bookbuild,
and the Placing Letter will be dispatched as soon as possible
thereafter. The relevant Joint Bookrunner's oral confirmation to
such Placee will constitute an irrevocable and legally binding
commitment upon such person (who will at that point become a
Placee) in favour of such Joint Bookrunner and the Company, to
acquire the number of New Ordinary Shares allocated to it (and in
the respective numbers of Firm Placed Shares and Placing Shares
(subject to clawback to satisfy valid applications by Qualifying
Shareholders under the Open Offer) so allocated) and to pay the
Offer Price on the terms and conditions set out in this Appendix,
the Placing Proof, the Placing Letter and in accordance with the
Company's articles of association. Each Placee will confirm such
irrevocable and legally binding commitment by completing, signing
and returning the letter of confirmation contained in the Placing
Letter in accordance with the instructions therein, and should a
Placee fail to do so, the Joint Bookrunners will retain the right
to cancel their allocation or terminate such irrevocable and
legally binding commitment.
8. All obligations under the Bookbuild, the Firm Placing and the
Placing will be subject to fulfilment or (where applicable) waiver
of the conditions referred to below under "Conditions of the Firm
Placing and the Placing" and to the Sponsor and Placing Agreement
not having being terminated on the basis referred to below under
"Right to terminate under the Sponsor and Placing Agreement".
9. 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 4 and 5 above and subject to
prior consent of the Company (i) allocate New Ordinary Shares after
the time of any initial allocation to any person submitting a bid
after that time; and (ii) allocate New Ordinary 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 Firm Placing and the Placing, at its absolute
discretion. The acceptance of the bids shall be at the relevant
Joint Bookrunner's absolute discretion, subject to agreement with
the Company.
10. Irrespective of the time at which a Placees' allocation
pursuant to the Firm Placing and the Placing is confirmed,
settlement for all New Ordinary Shares to be acquired pursuant to
the Firm Placing and the Placing will be required to be made at the
same time, on the basis explained below under "Registration and
settlement" and in the Placing Letter.
11. No commissions are payable to Placees in respect of the Firm Placing.
12. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placees' prior
written consent.
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Firm Placing and the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
14. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their respective affiliates,
directors, employees, agents or advisers nor any other person
acting on their behalf shall have any responsibility or liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Joint
Bookrunners nor any of their respective affiliates, directors,
employees, agents or advisers nor any other person acting on their
behalf shall have any responsibility or liability (including to the
extent permissible by law, any fiduciary duties) in respect of the
Joint Bookrunners' conduct of the Bookbuild or such alternative
method of effecting the Firm Placing and the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Firm Placing and the Placing
The Firm Placing and the Placing are conditional, inter alia,
upon:
(a) the approval of the Resolution at the General Meeting (or any adjournment thereof);
(b) Admission becoming effective by not later than 8.00 a.m. on
6 December 2017 (or such later time and/or date as the Joint
Bookrunners and the Company may agree, being not later than 8.00
a.m. on 22 December 2017); and
(c) the Sponsor and Placing Agreement becoming unconditional in all respects.
If (i) any of the conditions contained in the Sponsor and
Placing Agreement in relation to the New Ordinary Shares are not
fulfilled or waived by the Joint Bookrunners by the respective time
or date where specified (or such later time or date as the Joint
Bookrunners and the Company may agree); (ii) any of such conditions
becomes incapable of being fulfilled; or (iii) the Sponsor and
Placing Agreement is terminated in the circumstances specified
below, the Firm Placing and the Placing will lapse and the Placee's
rights and obligations hereunder in relation to the New Ordinary
Shares shall cease and terminate at such time and each Placee
agrees that no claim can be made by the Placee in respect
thereof.
The Joint Bookrunners may in their absolute discretion and upon
such terms as they think, waive compliance by the Company with the
whole or any part of any of the Company's obligations in relation
to the conditions in the Sponsor and Placing Agreement, save that
the above conditions relating to, inter alia, Admission taking
place may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix and the
Placing Letter.
Neither of the Joint Bookrunners nor any of their respective
affiliates, directors, employees, agents or advisers nor any other
person acting on their behalf shall have any responsibility or
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Firm Placing and
the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Firm Placing and
the Placing generally and by participating in the Firm Placing and
the Placing each Placee agrees that any such decision is within the
absolute discretion of the Joint Bookrunners.
Right to terminate under the Sponsor and Placing Agreement
The Joint Bookrunners may terminate the Sponsor and Placing
Agreement in certain circumstances (such as material adverse change
or force majeure event) but only prior to Admission. The Joint
Bookrunners are not entitled to terminate the Sponsor and Placing
Agreement after Admission.
By participating in the Firm Placing and the Placing, Placees
agree that the exercise by either Joint Bookrunner of any right of
termination or other discretion under the Sponsor and Placing
Agreement shall be within the absolute discretion of that Joint
Bookrunner and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise.
Lock-up
Pursuant to the terms of the Sponsor and Placing Agreement, the
Company has undertaken that it will not without the prior written
consent of the Joint Bookrunners, during the period ending 90 days
from the date of Admission: (i) directly or indirectly, issue,
allot, offer, pledge, sell, contract to sell, lend, sell any option
or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, deposit into any
depositary receipt facility or otherwise transfer or dispose of any
Ordinary Shares (or any interest therein or in respect thereof) in
Ordinary Shares or any securities convertible into or exercisable
or exchangeable for, or substantially similar to, Ordinary Shares
or file any registration statement under the Securities Act with
respect to any of the foregoing (or publicly announce the same); or
(ii) enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly, or indirectly, the
economic consequences of ownership of the Ordinary Shares, whether
any such swap or transaction described in (i) or (ii) above is to
be settled by delivery of the Ordinary Shares or such other
securities, in cash or otherwise.
The foregoing undertaking does not apply to: (a) the issue and
offer by or on behalf of the Company of the new Ordinary Shares
pursuant to the Share Issue; (b) any Ordinary Shares issued or to
be issued by the Company upon the exercise of an option or warrant
or the conversion of a security outstanding on the date hereof and
disclosed in this document; (c) any Ordinary Shares issued or to be
issued or options to subscribe for or acquire Ordinary Shares
granted pursuant to existing or proposed employee benefit plans of
the Company disclosed in this document; and (d) any Ordinary Shares
issued or to be issued to Shareholders instead of cash in respect
of any dividend declared by the Company.
By participating in the Firm Placing and the Placing, Placees
agree that the exercise by any Joint Bookrunner of any power to
grant consent to the undertaking by the Company of a transaction
which would otherwise be subject to the lockup under the Sponsor
and Placing Agreement shall be within the absolute discretion of
that Joint Bookrunner and that it need not make any reference to,
or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Withdrawal rights
Placees will be deemed to acknowledge that their respective
agreement to subscribe for New Ordinary Shares pursuant to the Firm
Placing and the Placing is not by way of acceptance of a public
offer made or to be made in the Prospectus but is by way of a
collateral contract and, accordingly, section 87Q of FSMA does not
entitle a Placee or Placees to withdraw its or their acceptance(s)
in the event that the Company publishes a supplementary prospectus
in connection with the Share Issue and/or Admission. Without
prejudice to such acknowledgement, if Placees are so entitled to
withdraw, by accepting the offer of a placing participation
contained in the Placing Letter, they will irrevocably agree (if
applicable) in the Placing Letter not to exercise any such rights
and to confirm their acceptance of the offer on the same terms
immediately after any such right to withdraw arises.
Placing procedure
Following the closing of the Bookbuild, each Placee allocated
Firm Placed Shares in the Firm Placing and conditionally allocated
Placing Shares in the Placing will be sent the Placing Letter
confirming the contract concluded upon acceptance by the Joint
Bookrunners of such Placee's earlier oral commitment to subscribe
for New Ordinary Shares and also confirming the number of Firm
Placed Shares allocated to it and the number of Placing Shares
conditionally allocated to it (subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer) at
the Offer Price, the aggregate amount owed by such Placee to the
Joint Bookrunner and settlement instructions.
The commitments of Placees to acquire the Placing Shares
pursuant to the Placing are subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer. The
Joint Bookrunners have discretion with regard to the manner and
extent of any scaling back of a Placee's conditional allocation,
and such scaling back may not be pro rata to conditional
allocations.
Upon closing of the Open Offer (and following clawback to
satisfy valid applications by Qualifying Shareholders under the
Open Offer), the Joint Bookrunners will confirm the final
allocations of Placing Shares to be issued to Placees (each a
"Final Placing Participation") pursuant to the Placing orally or in
writing to Placees and will issue a contract note or trade
confirmation in respect of such Final Placing Participations. The
contract note or trade confirmation will include the payment and
settlement procedures to be followed by Placees in connection with
their subscriptions for (i) the Placing Shares comprised in their
Final Placing Participations and (ii) the number of Firm Placed
Shares that have been allocated to them and which they have agreed
to acquire (each a "Firm Participation").
The Joint Bookrunners will notify Placees if any of the dates in
this Appendix should change, including as a result of delay in the
posting of the Prospectus, the Application Forms or the crediting
of the Open Offer Entitlements in CREST or the production of a
supplementary prospectus or otherwise.
Off-set
If a Placee is entitled to participate in the Open Offer by
virtue of being a Qualifying Shareholder it will be able to apply
to subscribe for New Ordinary Shares under the terms and conditions
of the Open Offer.
In circumstances where the Placee validly takes up and pays for
New Ordinary Shares under the Open Offer to which it is entitled as
a Qualifying Shareholder it may request that its conditional
allocation of Placing Shares be reduced by up to the number of New
Ordinary Shares validly taken up and paid for under the Open Offer
(up to a maximum of the number of New Ordinary Shares in its Open
Offer Entitlement), provided always that the Joint Bookrunners are
satisfied that the Placee has validly taken up and paid for the New
Ordinary Shares under the Open Offer. Further details of Placees'
rights to request off-set in this way is set out in the Placing
Letter.
Registration and settlement
Settlement of transactions in the New Ordinary Shares following
Admission will take place within CREST, subject to certain
exceptions. The Joint Bookrunners and the Company reserve the right
to require settlement for, and delivery of, the New Ordinary Shares
(or any part thereof) to Placees by such other means that they deem
necessary if delivery or settlement is not possible or practicable
within CREST by the expected time for settlement and delivery set
out in the contract note or trade confirmation or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the instructions set out in the Placing Letter and the contract
note or trade confirmation (if applicable) and in accordance with
the standing CREST instructions in respect of the New Ordinary
Shares that it has in place with the relevant Joint Bookrunner.
Representations, warranties and further terms
By participating in the Firm Placing and the Placing and/or
completing (as applicable), signing and returning the letter of
confirmation attached to the Placing Letter, each Placee (and any
person acting on such Placees' behalf) (referred to as "you" or
"your" below) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with the Joint
Bookrunners (in their capacity as bookrunners and placing agents of
the Company, in each case as a fundamental term of their
application for New Ordinary Shares), the following:
1. the Joint Bookrunners are not acting for you; the Joint
Bookrunners are acting solely for the Company in relation to the
Share Issue and Admission and in no other capacity;
2. you have not relied on any information, representations
and/or warranties from Joint Bookrunners or the Company or any
other person and have only relied on the information contained in
the Announcement and the Placing Proof;
3. you understand and accept that by offering you a placing
participation, the Joint Bookrunners are not making any
recommendations to or advising you regarding the suitability or
merits of any transaction you may enter into in connection with the
Firm Placing and the Placing or otherwise and that you are not, and
do not regard yourself as, our client in connection with the Firm
Placing and the Placing, and that the Joint Bookrunners are acting
solely for the Company in relation to the transaction as set out in
the Placing Proof and will not be responsible to you for providing
the protections afforded to their respective clients or for
advising you on the transactions and arrangements proposed in the
Placing Proof and/or the Sponsor and Placing Agreement nor for the
exercise or performance of any of their respective rights and
obligations thereunder, including any rights to waive or vary any
conditions or exercise any termination right. In addition, any
payment by you will not be treated as client money governed by the
rules of the FCA;
4. you irrevocably agree to subscribe for the number of, Firm
Placed Shares comprised in your Firm Participation and the number
of Placing Shares comprised in your Final Placing Participation, in
each case, at the Offer Price and on the terms set out in this
Appendix, the Placing Proof and the Placing Letter, that you have
obtained all necessary consents and authorities to enable you to
give your commitment to so subscribe, you have funds available to
do so, and that you will pay for your Firm Participation and your
Final Placing Participation in full;
5. you have received and read a copy of the Announcement and the
Placing Proof and all such other information as you deem necessary
to make an investment decision in relation to the New Ordinary
Shares;
6. (i) you have made your own assessment and have satisfied
yourself concerning the relevant tax, legal, currency and other
economic considerations relevant to your investment in the New
Ordinary Shares and have relied on your own investigation of the
business, financial or other position of the Company in accepting a
participation in the Firm Placing and the Placing; (ii) neither of
the Joint Bookrunners nor any of their respective affiliates,
directors, employees, agents or advisers nor any other person
acting on behalf of any of them has provided, or will provide you,
with any material regarding the New Ordinary Shares in addition to
the Placing Proof, the Prospectus and the Announcement other than
the Placing Results Announcement; and (iii) you have not requested
that the either of the Joint Bookrunners, the Company or any of
their respective affiliates or any person acting on behalf of any
of them to provide you with any such information;
7. the contents of the Placing Proof, the Prospectus, the
Announcement and the Placing Results Announcement are exclusively
the responsibility of the Company and that neither of the Joint
Bookrunners nor any of their respective affiliates, directors,
employees, agents or advisers nor any other person acting on their
behalf make any representation or warranty, express or implied, in
relation to, nor will be responsible for or shall have liability
for, any information, representation or statement contained therein
or any information previously published by or on behalf of the
Company or any other written or oral information made available to
or publicly available or filed information or any representation,
warranty or undertaking relating to the Company, and neither of the
Joint Bookrunners nor their respective affiliates or any person
acting on their behalf will be responsible or liable for your
investment decision in relation to the New Ordinary Shares based on
any information, representation or statement contained in the
Placing Proof, the Prospectus, the Announcement, the Placing
Results Announcement or this Appendix;
8. you will only be entitled to rely on any information or
representation in relation to the Company or the New Ordinary
Shares contained in the Placing Proof, the Prospectus, the
Announcement and any supplementary prospectus published by the
Company in connection with the Offer or Admission pursuant to
section 87G of FSMA;
9. unless otherwise agreed in writing with the Joint
Bookrunners, you are a person whose ordinary activities involve you
(as principal or agent) in acquiring, holding, managing or
disposing of investments for the purpose of your business and you
undertake that you will (as principal or agent) acquire, hold,
manage or dispose of any New Ordinary Shares that are allocated to
you for the purposes of your business;
10. unless otherwise agreed in writing with the Joint
Bookrunners, if you are a resident in the EEA, you are a qualified
investor within the meaning of the law in the relevant member state
implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus
Directive;
11. you have complied with your obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended) and the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 (as amended), the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the Financial Conduct Authority and any other applicable
legislation concerning prevention of money laundering (the
"Regulations") and you will on request from the relevant Joint
Bookrunner provide any such information and provide such assistance
to such Joint Bookrunner in order to verify your identity which the
Bookrunners may require in compliance with the Regulations and, if
you are making payment on behalf of a third party, you have
obtained and recorded satisfactory evidence to verify the identity
of the third party as required by the Regulations. Definitive
certificates in respect of the New Ordinary Shares may be retained
at the Joint Bookrunners' absolute discretion or, where
appropriate, delivery of the New Ordinary Shares to you in
uncertificated form, may be retained at the Joint Bookrunners' or
the Company's registrars, as the case may be, absolute discretion.
If within a reasonable time after a request for verification of
identity the Joint Bookrunners' (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, such Joint Bookrunner and/or the
Company may, at its absolute discretion, terminate your commitment
in respect of the Firm Placing and the Placing, in which event the
monies payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited. Your attention is further drawn
to the section entitled "Money Laundering Regulations" contained in
Part II of the Prospectus;
12. the New Ordinary Shares are being offered in a transaction
not involving any public offering in the United States within the
meaning of the Securities Act and that the New Ordinary Shares are
not being and will not be registered under the Securities Act or
under any securities laws of any state or other jurisdiction of the
United States and you further acknowledge that, subject to certain
exceptions, the New Ordinary Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed within the
United States;
13. you understand that the New Ordinary Shares have not been
registered under the applicable laws of Australia, Canada,
Guernsey, Japan, Jersey, Hong Kong Special Administrative Region of
the People's Republic of China, Switzerland and the United States
and any other jurisdiction where the availability of the Firm
Placing and the Placing would breach any applicable law (each an
"Excluded Territory"). To the extent that you are a resident of any
Excluded Territory or a corporation, partnership or other entity
organised under the laws of any Excluded Territory, you will only
take up New Ordinary Shares pursuant to an available exemption
under applicable law;
14. you have not and will not distribute or publish the Placing
Proof, the Prospectus, the Announcement, the Placing Results
Announcement, this Appendix or any advertisement or other offering
material in relation to the New Ordinary Shares directly or
indirectly in, into or within any of the Excluded Territories;
15. you will not make any offer to the public of the New
Ordinary Shares and have not offered or sold and will not offer or
sell any New Ordinary Shares to persons in the United Kingdom or
elsewhere in the EEA prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or
an offer to the public in any other member state of the EEA within
the meaning of the Prospectus Directive (which includes any
relevant implementing measure in any member state of the EEA);
16. you have observed the laws of all relevant jurisdictions,
obtained any requisite governmental exchange controls or other
consents, complied with all relevant formalities and paid any
issue, transfer or other taxes due in connection with your Firm
Participation and your Final Placing Participation in any territory
and that you have not taken any action which will or may result in
either of the Joint Bookrunners or the Company being in breach of
the legal or regulatory requirements of any jurisdiction;
17. you have 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 New Ordinary Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and you
acknowledge and agree that the Placing Proof and the Prospectus are
not being issued by the Joint Bookrunners in their respective
capacities as an authorised person under section 21 of FSMA and
they may not therefore be subject to the controls which would apply
if they were made or approved as a financial promotion by an
authorised person;
18. you have complied and will comply with all applicable
provisions of FSMA with respect to anything done by you in relation
to the New Ordinary Shares in, from or otherwise involving, the
United Kingdom;
19. you are not, and will not be, liable, and you are not
applying as nominee(s) or agent(s) for a person or persons who
is/are or may be liable, to pay stamp duty reserve tax under
sections 93 or 96 of the Finance Act 1986 or stamp duty under
sections 67 or 70 of the Finance Act 1986, in each case at the
increased rates referred to in those sections. For the avoidance of
doubt, if this confirmation is incorrect, stamp duty or stamp duty
reserve tax may be payable for which neither of the Joint
Bookrunners nor the Company will be responsible and if, as a
result, any of those persons is obliged by law to pay any such
stamp duty or stamp duty reserve tax, they shall be entitled to
receive it from you for which purposes you agree to indemnify on
demand each of the Joint Bookrunners and the Company on an
after-tax basis in respect of any such liability for stamp duty
and/or stamp duty reserve tax (and any related interest, fines or
penalties) arising in respect thereof;
20. you irrevocably appoint any director or employee of the
Joint Bookrunners as your agent for the purpose of executing and
delivering to the Company and/or the Company's registrar any
document on your behalf necessary to enable you to be registered as
the holder of New Ordinary Shares comprising your Firm
Participation and your Final Placing Participation or to complete
the sale of such New Ordinary Shares on your behalf in the
circumstances referred to earlier;
21. if you are a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, any New Ordinary Shares
subscribed for by you in the Firm Placing and the Placing will not
be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the EEA which has implemented the Prospectus
Directive other than Qualified Investors (for the purposes of the
Prospectus Directive), or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or
resale;
22. you have not been engaged to subscribe for the New Ordinary
Shares on behalf of any other person who is not a Qualified
Investor (for the purposes of the Prospectus Directive) unless the
terms on which you are engaged to enable you to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
23. you (i) are entitled to acquire the New Ordinary Shares under the law of all relevant jurisdictions; (ii) have fully observed such laws; (iii) have the capacity and authority and are entitled to enter into and perform your obligations as an acquirer of New Ordinary Shares and will honour such obligations; and (iv) have obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix and the Placing Letter) to enable you to enter into the transactions contemplated hereby and to perform your obligations in relation thereto and, in particular, if you are a pension fund or investment company you are aware of and acknowledge you are required to comply with all applicable laws and regulations with respect to your subscription for the New Ordinary Shares;
24. you are a person of a kind described in Articles 19, 43
and/or 49 of the Order or this Appendix may otherwise be lawfully
distributed to you pursuant to another applicable exemption under
the Order and that you understand that the information contained in
this Appendix is only directed in the United Kingdom at (i) persons
who have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Order; (ii) high net worth entities (including
companies and unincorporated associations of high net worth and
trusts of high value) or other persons falling within Article
49(2)(a) to (d) of the Order; and (iii) persons to whom this
Appendix may otherwise be lawfully distributed, and that,
accordingly, any investment or investment activity to which this
Appendix relates is available only to you as such a person or will
be engaged in only with you as such a person;
25. you are aware of the obligations regarding insider dealing
in (i) the Criminal Justice Act 1993; (ii) Articles 17,18 and 19 of
the Market Abuse Regulation (EU) No 596/2014; and (iii) the
Proceeds of Crime Act 2002 and confirm that you have and will
continue to comply with those obligations;
26. your acknowledgements, confirmations, undertakings,
representations, warranties and agreements in this Appendix are
given for the benefit of the Company as well as each of the Joint
Bookrunners and are irrevocable;
27. neither the Company nor either of the Joint Bookrunners owes
any fiduciary or other duties or responsibilities to it for
providing the protections afforded to their clients nor for
providing advice in relation to the Firm Placing and the Placing to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Sponsor and Placing Agreement or
the Announcement or the contents of the terms and conditions
contained in this Appendix, the Placing Proof or the
Prospectus;
IN ADDITION TO THE STATEMENTS IN PARAGRAPHS 1 TO 27 (INCLUSIVE),
THE STATEMENTS IN PARAGRAPHS 28 AND 29 APPLY IF YOU ARE NOT LOCATED
IN THE UNITED STATES.
28. you are not a person located in the United States and you
will acquire the New Ordinary Shares in an "offshore transaction",
as defined in Regulation S, conducted in accordance with Regulation
S and the New Ordinary Shares were not offered to you by means of
"directed selling efforts", as defined in Regulation S;
29. you are 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 New Ordinary Shares was
given and you are not acquiring the New Ordinary Shares with a view
to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any New Ordinary Shares into the United
States;
IN ADDITION TO THE STATEMENTS IN PARAGRAPHS 1 TO 27 (INCLUSIVE),
THE STATEMENTS IN PARAGRAPHS 30 TO 41 (INCLUSIVE) APPLY IF YOU ARE
LOCATED IN THE UNITED STATES.
30. you are a QIB within the meaning of Rule 144A ("Rule 144A")
under the Securities Act. Further, if you are acquiring the New
Ordinary Shares as a fiduciary or agent for one or more investor
accounts: (i) each such account is for the benefit of a QIB; (ii)
you have investment discretion with respect to each account; and
(iii) you have full power and authority to make the
representations, warranties, undertakings, agreements and
acknowledgments herein on behalf of each such account;
31. any New Ordinary Shares you acquire will be for your own
account (or for the account of a QIB as to which you exercise sole
investment discretion and have authority to make the statements
contained in this Appendix) for investment purposes, and not with a
view to resale or distribution within the meaning of the US
securities laws, subject to the understanding that the disposition
of your property shall at all times be and remain within your
control;
32. the New Ordinary Shares are being offered in a transaction
not involving any public offering in the United States for the
purposes of the Securities Act and that the New Ordinary Shares are
not being and will not be registered under the Securities Act or
under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, taken up,
exercised, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from 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;
33. you are an institution which (i) has such knowledge and
experience in financial and business matters that you are capable
of evaluating the merits and risks of your investment in the New
Ordinary Shares; (ii) you, and any accounts for which you are
acting, are able to bear the economic risk, and sustain a complete
loss, of such investment in the New Ordinary Shares; and (iii) you
are aware and understand that no US federal or state or non-US
agency has made any finding or determination as to the fairness for
investment or any recommendation or endorsement of any such
investment;
34. the New Ordinary Shares have not been offered to you by
means of any "general solicitation" or "general advertising" (as
those terms are defined in Regulation D under the Securities Act)
nor by means of any "directed selling efforts" (as such term is
defined in Regulation S under the Securities Act);
35. you understand that the New Ordinary Shares will be
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and you agree that for so long as such
securities are "restricted securities" (as so defined), they may
not be deposited into any unrestricted depositary facility
established or maintained by any depositary bank;
36. as long as the New Ordinary Shares are "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act, you will not reoffer, resell, pledge or otherwise
transfer the New Ordinary Shares, except in an offshore transaction
in accordance with Rule 903 or Rule 904 of Regulation S (which, for
the avoidance of doubt, includes a sale on the London Stock
Exchange) or some other available exemption from the registration
requirements of the Securities Act and in accordance with any
applicable securities laws of any state or other jurisdiction of
the United States;
37. you understand that there may be certain consequences under
United States and other tax laws resulting from an investment in
the New Ordinary Shares and you have made such investigation and
have consulted your own independent advisers or otherwise have
satisfied yourselves concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign
tax laws generally;
38. you understand that, to the extent the New Ordinary Shares
are delivered to you in certificated form, the certificate
delivered in respect of the New Ordinary Shares will bear a legend
substantially to the following effect for so long as the securities
are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(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, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. EACH HOLDER, BY ITS
ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND
AGREES TO THE FOREGOING RESTRICTIONS.
39. you understand and acknowledge that the Company shall have
no obligation to recognise any offer, sale, pledge or other
transfer made other than in compliance with the restrictions on
transfer set forth and described herein and that the Company may
make notation on its records or give instructions to Capita Asset
Services, a trading name of Capita Registrars Limited, as the
Company's registrar, and any transfer agent of the New Ordinary
Shares in order to implement such restrictions;
40. you confirm that, to the extent you are purchasing the New
Ordinary Shares for the account of one or more other persons, (i)
you have been duly authorised to sign the letter of confirmation
included in your Placing Letter and make the confirmations,
acknowledgements and agreements set forth herein on their behalf:
and (ii) the provisions of this Appendix constitute your legal,
valid and binding obligations and the legal, valid and binding
obligations of any other person for whose account you are
acting;
41. you are not, taking into account your participation in the
Firm Placing and the Placing, required to register as a
broker-dealer under Section 15 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (or are a registered
broker-dealer under Section 15 of the Exchange Act);
IN ADDITION TO THE STATEMENTS IN PARAGRAPHS 1 TO 29 (INCLUSIVE),
THE STATEMENTS IN PARAGRAPHS 42 to 51 (INCLUSIVE) APPLY IF YOU ARE
LOCATED IN CANADA.
42. where required by law, you are purchasing as principal, or
are deemed to be purchasing as principal in accordance with
applicable securities laws of the province in which you are
resident, for your own account and not as agent for the benefit of
another person;
43. you, or any ultimate purchaser for which you are acting as
agent, are entitled under applicable Canadian securities laws to
purchase the New Ordinary Shares without the benefit of a
prospectus qualified under such securities laws and without
limiting the generality of the foregoing, are an "accredited
investor" as defined in section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") and section 73.3(1) of the
Securities Act (Ontario), as applicable, and a "permitted client"
as defined in section 1.1 of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103"), and:
(i) are purchasing the New Ordinary Shares from a dealer
registered as an "investment dealer" or "exempt market dealer" as
defined under applicable securities laws; or
(ii) are purchasing the New Ordinary Shares from a dealer
permitted to rely on the "international dealer exemption" contained
in, and have received the notice from such dealer referred to in
section 8.18 of NI 31-103;
44. you are not a person created or used solely to purchase or
hold securities as an "accredited investor" as described in
paragraph (m) of the definition of "accredited investor" in section
1.1 of NI 45 106 or section 73.3(1) of the Securities Act
(Ontario), as applicable;
45. you acknowledge that the distribution of the New Ordinary
Shares in Canada are being made on a private placement basis only
and that you will not receive a prospectus that has been prepared
in accordance with Canadian securities laws and filed with any
securities regulatory authority in Canada;
46. you acknowledge that any New Ordinary Shares subscribed for
are restricted securities in Canada and any resale of the New
Ordinary Shares must be made in accordance with applicable Canadian
securities laws, which may require such resale to be made in
accordance with prospectus and registration requirements or
exemptions from the prospectus and registration requirements, that
such resale restrictions may apply to resales of the New Ordinary
Shares outside of Canada and that the New Ordinary Shares are
subject to restrictions on redemptions, withdrawals, assignments,
transfers and encumbrances;
47. if resident in Quebec, by purchasing the securities
described herein, you will be deemed to confirm that you have
expressly requested that all documents evidencing or relating in
any way to the sale of the securities described herein (including
for greater certainty any purchase confirmation or any notice) be
drawn up in the English language only. En achetant les valeurs
mobilières décrites aux présentes, l'acheteur confirme par les
présentes qu'il a expressément exigé que tous les documents faisant
foi ou se rapportant de quelque manière que ce soit à la vente des
valeurs mobilières décrites aux présentes (incluant, pour plus de
certitude, toute confirmation d'achat ou tout avis) soient rédigés
en anglais seulement;
48. if you are an individual investor you acknowledge that the
Company may be required to file a report of trade with all
applicable securities regulatory authorities in Canada containing
personal information about you and, if applicable, any disclosed
beneficial purchaser of the New Ordinary Shares and that:
(i) you have been notified by the Company of such delivery of a
report of trade containing the full legal name, residential
address, telephone number and email address of each purchaser or
disclosed beneficial purchaser, the number and type of securities
purchased, the total purchase price paid for such securities, the
date of the purchase and specific details of the prospectus
exemption relied upon under applicable securities laws to complete
such purchase, including how the purchaser or disclosed beneficial
purchaser qualifies for such exemption;
(ii) the foregoing information is collected indirectly by the
applicable securities regulatory authority under the authority
granted to it for the purposes of the administration and
enforcement of securities legislation, whom you may contact for
more information regarding the indirect collection of such
information; and
(iii) by completing this certificate, you authorize the indirect
collection of this information by each applicable securities
regulatory authority and acknowledges that such information is made
available to the public under applicable securities
legislation;
49. your name, address, telephone number and other specified
information, including the number of New Ordinary Shares you have
purchased and the aggregate purchase price paid by you, may be
disclosed to other Canadian securities regulatory authorities and
may become available to the public in accordance with the
requirements of applicable Canadian laws. By purchasing the New
Ordinary Shares, you consent to the disclosure of such
information;
50. you acknowledge that the directors and officers of the
Company are likely to be located outside of Canada and, as a
result, it may not be possible for purchasers to effect service of
process within Canada upon the Company or those persons. All or a
substantial portion of the assets of the Company and those persons
is likely to be located outside of Canada and, as a result, it may
not be possible to satisfy a judgment against the Company or those
persons in Canada or to enforce a judgment obtained in Canadian
courts against the Company or those persons outside of Canada;
and
51. you acknowledge that you have not been provided with any
written offering material including offering memorandum in
connection with the purchase of the Placing Shares.
Miscellaneous
The agreement to allot and issue New Ordinary Shares to Placees
(and/or to persons for whom such Placee is contracting as 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 New Ordinary Shares
in question. Such agreement also assumes that the New Ordinary
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the New Ordinary
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
New Ordinary Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor any
of the Joint Bookrunners will be responsible and the Placees shall
indemnify the Company and the Joint Bookrunners on an after--tax
basis for any stamp duty or stamp duty reserve tax and any related
interest, fines or penalties paid by them in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Joint Bookrunners
accordingly.
The rights and remedies of the Joint Bookrunners 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.
Unless the context otherwise requires, all references to time
are to London time. All times and dates in this Announcement are
subject to amendment by the Joint Bookrunners in agreement with the
Company. The Joint Bookrunners shall notify Placees and any person
acting on their behalf of any changes.
The contents of the websites of the Company (including any
materials which are hyper-linked to such websites) do not form part
of the Announcement or this Appendix and prospective investors
should not rely on them.
APPIX II - DEFINITIONS
Admission admission of the New Ordinary
Shares (i) to the premium
listing segment of the Official
List and (ii) to trading on
premium segment of the Main
Market of the London Stock
Exchange
Application Form the personalised application
form which accompanies the
Prospectus for Qualifying
non-CREST Shareholders for
use in connection with the
Open Offer
Assura or Company Assura plc, a public limited
company incorporated in England
and Wales and registered with
number 9349441
Assura Group or Group the Company together with
its subsidiaries and subsidiary
undertakings
Aviva Aviva Commercial Finance Limited
Board the Directors of the Company
Bookbuild the bookbuilding process in
relation to the Firm Placing
and the Placing
Closing Price the closing, mid-market price
of an Existing Ordinary Share
on 15 November 2017 (the last
business day prior to this
announcement) as published
by the London Stock Exchange
CREST the relevant system (as defined
in the Regulations) for the
paperless settlement of trades
and the holding of securities
in uncertificated form operated
by Euroclear in accordance
with the Regulations
Directors the directors of the Company
from time to time, as the
context requires, and Director
shall be construed accordingly
Disclosure Guidance the Disclosure Guidance Rules
Rules and the Transparency and the Transparency Rules
Rules made, in the case Transparency
Rules, by the FCA under Part
VI of FSMA
EPRA NAV the balance sheet net assets
calculated by excluding own
EU Market Abuse Regulation shares held and deferred tax
the Market Abuse Regulation
Euroclear (EU) No. 596/2014
Euroclear UK & Ireland Limited,
the operator of CREST
Excess Application the facility for Qualifying
Facility Shareholders to apply for
Excess Shares in excess of
their Open Offer Entitlements
Excess Open Offer in respect of each Qualifying
Entitlements CREST Shareholder who has
taken up his Open Offer Entitlement
in full, the entitlement (in
addition to the Open Offer
Entitlement) to apply for
Excess Shares up to the number
of Open Offer Shares credited
to his stock account in CREST
pursuant to the Excess Application
Facility, which may be subject
to scaling back as will be
set out in Prospectus
Excess Shares Open Offer Shares which may
be applied for in addition
to Open Offer Entitlements
Excluded Overseas (other than as agreed in writing
Shareholders by the Company and as permitted
by applicable law) Shareholders
who are resident or otherwise
located in any Excluded Territory
Excluded Territory Australia, Canada, Guernsey,
Japan, Jersey, Hong Kong Special
Administrative Region of the
People's Republic of China,
Switzerland and the United
States or territories for
which the distribution of
this announcement and any
accompanying documents or
the making of the offer to
subscribe for New Ordinary
Shares pursuant to the Share
Issue may constitute a violation
of relevant securities laws
and "Excluded Territory" shall
mean any of them
Existing Ordinary the 1,830,704,153 existing
Shares Ordinary Shares of 10 pence
each in nominal value in the
capital of the Company as
at the date of this announcement
FCA the Financial Conduct Authority
of the United Kingdom Authority
Firm Placee any person who has agreed
to subscribe for Firm Placed
Shares pursuant to the Firm
Placing
Firm Placed Shares up to 193,460,489 New Ordinary
Shares which the Company is
proposing to issue pursuant
to the Firm Placing
Firm Placing the subscription by the Firm
Placees for the Firm Placed
Shares
FSMA the Financial Services and
Markets Act 2000 as amended
General Meeting the general meeting of the
Company to be convened pursuant
to the Notice of General Meeting
in order to, amongst other
things, pass the Resolution,
including any adjournment
thereof
Joint Bookrunners Stifel and J.P. Morgan Cazenove
J.P. Morgan Cazenove J.P. Morgan Securities plc
(which conducts its UK investment
banking activities as J.P.
Morgan Cazenove), joint bookrunner
for the Company
Listing Rules the Listing Rules made by
the FCA under section 73A
of FSMA
Loan to Value or has the meaning given to it
LTV in Important Information (Non-IFRS/Non-GAAP
Financial Information - Net
London Stock Exchange Debt and Loan to Value) in
the Prospectus
London Stock Exchange plc
New Ordinary Shares up to 578,947,367 new Ordinary
Shares of 10 pence each in
nominal value in the capital
of the Company to be issued
in connection with the Share
Issue
Notice of General the notice convening the General
Meeting Meeting set out at the end
of the Prospectus
Offer for Subscription the offer for subscription
of New Ordinary Shares at
the Offer Price on the terms
to be set out in the Prospectus
Offer for Subscription the application form included
Application Form with the Prospectus for use
in connection with the Offer
for Subscription
Offer Price 57 pence per New Ordinary
Share
Official List the official list maintained
by the UK Listing Authority
pursuant to Part VI of FSMA
Open Offer the conditional invitation
to Qualifying Shareholders
to apply for 332,855,300 New
Ordinary Shares at the Offer
Price on a pre-emptive basis
Open Offer Entitlement the pro rata entitlement to
subscribe for Open Offer Shares
allocated to a Qualifying
Shareholder pursuant to the
Open Offer
Open Offer Shares the 332,855,300 New Ordinary
Shares for which Qualifying
Shareholders are being invited
to apply at the Offer Price
to be issued pursuant to the
terms of the Open Offer
Ordinary Shares ordinary shares of 10 pence
each in the capital of the
Company
Placing the conditional placing by
Stifel and J.P. Morgan Cazenove
of the Placing Shares, subject
to clawback pursuant to the
Open Offer, on behalf of the
Company on the terms and subject
to the conditions contained
in the Sponsor and Placing
Agreement
Placing Terms Agreement the Placing Terms Agreement
to be entered into by the
Company, Stifel and J.P. Morgan
Cazenove following completion
of the Bookbuild in their
respective sole discretions
Placing Shares the 332,855,300 New Ordinary
Shares to be conditionally
placed pursuant to the terms
of the Placing
Placee any person who has agreed
to subscribe for Placing Shares
pursuant to the Placing
PRA the Prudential Regulation
Authority of the United Kingdom
Prospectus the prospectus to be issued
by the Company in respect
of the Share Issue, together
with any supplements or amendments
thereto
Prospectus Rules the Prospectus Rules of the
FCA made under Part VI of
FSMA
Qualifying CREST Qualifying Shareholders holding
Shareholders Ordinary Shares in uncertificated
form
Qualifying non-CREST Qualifying Shareholders holding
Shareholders Ordinary Shares in certificated
form
Qualifying Shareholders holders of Ordinary Shares
(other than Excluded Overseas
Shareholders) on the Company's
register of members on the
Record Date
Record Date the record date for the Open
Offer, being close of business
on 14 November 2017
Resolution the resolution to be proposed
at the General Meeting, as
set out in the Notice of General
Meeting
Shareholders holders of Ordinary Shares
Share Issue the Firm Placing, Placing
and Open Offer and Offer for
Subscription
Sponsor and Placing the Sponsor and Placing Agreement
Agreement dated 16 November 2017 in
relation to the Share Issue
made between Stifel, J.P.
Morgan Cazenove and Assura
Stifel Stifel Nicolaus Europe Limited,
sponsor and joint bookrunner
for the Company
UK Listing Authority the FCA acting in its capacity
as the competent authority
for the purposes of Part VI
of FSMA
United Kingdom or the United Kingdom of Great
UK Britain and Northern Ireland
United States, U.S., the United States of America,
US or USA its territories and possessions,
any state of the United States
of America and the district
of Columbia and any other
area subject to its jurisdiction
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
November 16, 2017 02:02 ET (07:02 GMT)
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