TIDMIPO
RNS Number : 1277N
IP Group PLC
14 May 2015
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS
ANNOUNCEMENT.
14 May 2015
IP Group plc
Investment in Oxford Sciences Innovation plc
and
Proposed 5 per cent. cash placing
IP Group plc (LSE: IPO) ("IP Group", the "Company" or "the
Group"), the developer of intellectual property-based businesses,
is delighted to announce that it has broadened its exposure to
future spin-out companies from the University of Oxford ("the
University") through the acquisition of a strategic shareholding in
Oxford Sciences Innovation plc ("OSI").
OSI is a newly-formed company that will, for a minimum of 15
years, be the contractually preferred partner of the University
(and its wholly owned subsidiary, Isis Innovation Limited ("Isis"))
to provide capital to, and develop, spin-out companies based on
research from the University's Mathematical, Physical and Life
Sciences Division and its Medical Sciences Division. The Board of
OSI is chaired by David Norwood, who has had a long career building
a number of science, technology and investment companies. Alan
Aubrey, Chief Executive Officer of IP Group, will serve on OSI's
board in a non-executive capacity.
IP Group will have an initial beneficial equity stake of 17.9
per cent. in OSI after committing GBP40 million of funding. Other
cornerstone investors in the initial round, which totals GBP210
million, include Invesco Asset Management Limited, Lansdowne
Partners (UK) LLP, Oxford University Endowment Fund, the Wellcome
Trust and Woodford Investment Management LLP. OSI may seek to raise
up to an aggregate total of GBP300 million through a second close
of up to GBP90 million later in 2015.
IP Group intends to fund its investment in OSI via a placing of
up to 26,898,271 new ordinary shares in the Company (the "Placing
Shares") with institutional investors (the "Placing").
The Placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement. Numis Securities Limited
("Numis"), is acting as Bookrunner and Corporate Broker in
connection with the Placing.
Alan Aubrey, Chief Executive of IP Group, said: "IP Group has a
long and successful history with the University through which we
have backed approximately 20 spin-out companies to date including
Oxford Nanopore Technologies Limited, Velocys plc, Summit
Therapeutics plc and Genomics Limited. Going forward, the Group
will have exposure to a much wider range of scientific research
from Oxford and we are excited to be continuing on this journey
together with OSI and the other cornerstone investors."
David Norwood, Chairman of OSI, said: "The University of Oxford
has been the birthplace of some of the best science in the world
and some of the biggest ideas in history. The agreement with OSI
and the strength of the cornerstone investors create a fantastic
opportunity to turn world-leading science into market-leading
companies and the opportunity to create significant value for all
stakeholders. I have been involved with IP Group for many years and
am looking forward to continuing to work with the team."
The University aims to be a leader in innovation and
entrepreneurship, building on its position as a world-leading
centre of learning, teaching and research. University staff have
won a total of 32 Nobel prizes across Chemistry, Physics and
Medicine. Oxford was ranked number one for the quality of its
research in the UK's recent Research Excellence Framework and is
consistently ranked among the top three universities in the world.
The two science divisions are supported by a total research spend
of over GBP400m annually.
The University also has a long track record of developing global
science and technology businesses through Isis. Isis has
established over 100 spin-out companies based on technology
developed by the University of Oxford researchers since 2000,
including eight in the last year.
IP Group currently has access to spin-out companies from the
University's Institute of Biomedical Engineering ("IBME") as a
result of its stake in, and informal commercialisation alliance
with, Technikos LLP, a venture capital fund specialising in
early-stage medical technologies. Technikos LLP's long-term
commercialisation agreement with the IBME is in place until October
2022. The Group's original 15-year contract with the University's
Department of Chemistry is due to expire in November 2015 at which
point future spin-outs from this department will fall under the OSI
agreement in full.
Highlights of the Placing
-- Under the terms of the Placing the Company intends to issue
new ordinary shares, representing up to approximately 5 per cent.
of IP Group's current issued share capital.
-- The net proceeds of the Placing will be used by the Group
primarily to fund its subscription to OSI as well as to provide
capital to new and existing spin-out companies and to continue to
expand its access to technology from its partner universities and
other research intensive institutions.
-- The Placing Shares, when issued, will be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares of two pence each in the capital of the Company,
including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after the date of issue.
Details of the Placing
Under the terms of the Placing, IP Group intends to place the
Placing Shares, representing up to 5 per cent. of the existing
issued ordinary share capital of the Company, with both existing
and new institutional investors. Members of the public are not
entitled to participate in the Placing. The Placing is subject to
the terms and conditions set out in the Appendix to this
announcement (together, this announcement and the Appendix, the
"Announcement").
The Bookbuild will open with immediate effect following this
Announcement. The number of Placing Shares and the price at which
the Placing Shares are to be placed (the "Placing Price") will be
agreed by IP Group and Numis at the close of the Bookbuild. The
timing of the close of the Bookbuild, pricing and allocations are
at the discretion of IP Group and Numis.
Details of the Placing Price and the number of Placing Shares
will be announced as soon as practicable after the close of the
Bookbuild.
The Placing is subject to the conditions and termination rights
set out in the placing agreement between IP Group and Numis (the
"Placing Agreement"). Further details of the Placing Agreement can
be found in the terms and conditions of the Placing contained in
the Appendix to this announcement.
The Placing Shares, when issued, will be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of two pence each in the capital of the Company.
Applications will be made to the FCA for the Placing Shares to
be admitted to the premium listing segment of the Official List of
the UK Listing Authority (the "Official List") and to trading on
the main market of London Stock Exchange plc (together,
"Admission"). It is expected that settlement for the Placing Shares
and Admission will take place on or around 8.00 a.m. on 19 May
2015. The Placing is conditional upon, amongst other things,
Admission becoming effective and upon the Placing Agreement not
being terminated in accordance with its terms.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the "Important Notices" section of this
Announcement, to the detailed terms and conditions of the Placing
and further information relating to the Bookbuild described in the
Appendix.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and subject to
the conditions of the Placing contained herein, and to be providing
the representations, warranties, acknowledgements and undertakings
contained in the Appendix.
For further information contact:
IP Group plc
Alan Aubrey, Chief Executive Officer +44 (0) 20 7444 0050
Greg Smith, Chief Financial Officer +44 (0) 20 7444 0050
Vicki Bradley, Communications +44 (0) 20 7444 0062
Numis +44 (0) 20 7260 1000
Corporate Finance: Michael Meade / Freddie Barnfield
Corporate Broking: Oliver Hemsley / James Black
FTI Consulting +44 (0)20 3727 1000
James Melville-Ross/Simon Conway/
Victoria Foster Mitchell
Notes for editors
About IP Group
IP Group is a leading UK intellectual property commercialisation
company, developing technology innovations primarily from its
research intensive partner universities. The Group offers more than
traditional venture capital, providing its companies with access to
business building expertise, networks, recruitment and business
support.
IP Group's portfolio comprises holdings in around 90 early-stage
to mature businesses across the Healthcare, Biotech, Cleantech and
Technology sectors. These businesses include Oxford Nanopore
Technologies, the DNA sequencing development company, Revolymer,
best known for its removable chewing gum, and Xeros, which has
received many accolades for its revolutionary clothes washing
techniques with a much reduced requirement for water.
For more information, please visit our website at
www.ipgroupplc.com.
Important notices
This announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire securities in any
jurisdiction in which any such offer or solicitation would be
unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia,
South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
This document is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000 ("FSMA") by, a person authorised under FSMA.
This document is being distributed and communicated to persons in
the UK only in circumstances in which section 21(1) of FSMA does
not apply.
This Announcement contains (or may contain) certain statements
containing "forward-looking statements" with respect to certain of
the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic
initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek",
"may", "could", "outlook" or other words of similar meaning. These
statements reflect the directors' beliefs and expectations, but, by
their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
which are beyond the control of the Company, including, amongst
other things, UK domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings, the
effect of operational risks and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made herein by or on behalf of the
Company speak only as of the date they are made. Except as required
by applicable law or regulation, the Company expressly disclaims
any obligation or undertaking to publish any updates or revisions
to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company in
connection with the Placing and no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Numis Securities Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Numis
or by any of its affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
The price of shares and any income expected from them may go
down as well as up, and upon disposal of the shares investors may
not get back the full amount invested. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY)
AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX 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 AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (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 (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX 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 APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933 (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, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US
PERSONs (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR
THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of up to 26,898,271 new ordinary shares
(the "Placing Shares") in IP Group plc (the "Company" and, together
with its Associated Companies (as defined in the Placing
Agreement), the "Group"), by making an oral or written offer to
acquire Placing Shares, including any individuals, funds or others
on whose behalf a commitment to acquire Placing Shares is given
(the "Placees"), will (i) be deemed to have read and understood
this Announcement, including this Appendix, in its entirety; and
(ii) be making such offer on the terms and conditions contained in
this Appendix, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties,
acknowledgements and undertakings set out herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(b) it is and, at the time the Placing Shares are acquired, will
be outside the United States and is acquiring the Placing Shares in
an "offshore transaction" in accordance with Rule 903 or Rule 904
of Regulation S under the Securities Act ("Regulation S") and is
acquiring beneficial interests in the Placing Shares for its own
account; if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account; and
(c) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of Numis (as defined
below) has been given to each such proposed offer or resale.
The Company and Numis Securities Limited ("Numis") will rely
upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful.
These materials may not be published, distributed or transmitted
by any means or media, directly or indirectly, in whole or in part,
in or into the United States. These materials do not constitute an
offer to sell, or a solicitation of an offer to buy, securities in
the United States. Securities may not be offered or sold in the
United States absent (i) registration under the U.S. Securities Act
of 1933, as amended (the "Securities Act") or (ii) an available
exemption from registration under the Securities Act. The
securities mentioned herein have not been, and will not be,
registered under the Securities Act and will not be offered to the
public in the United States. The Placing Shares are being offered
and sold (i) outside the United States to non-US persons (as
defined in Regulation S under the Securities Act ("Regulation S"))
in "offshore transactions" within the meaning of Regulation S; or
(ii) within the United States to persons who are (a) reasonably
believed to be "qualified institutional buyers" ("QIBs"), as
defined in Rule 144A under the Securities Act, or (b) "accredited
investors" ("Accredited Investors") as defined in Rule 501 of
Regulation D of the Securities Act ("Regulation D") and, in each
case, are also "qualified purchasers" ("QPs") as defined in Section
2(a)(51) of the US Investment Company Act of 1940, as amended (the
"Investment Company Act"), in a transaction exempt from or not
subject to the registration requirements of the Securities Act.
This Announcement and the information contained herein is not
for publication or distribution, directly or indirectly, to persons
in Australia, Canada, Japan or the Republic of South Africa or in
any other jurisdiction in which such publication or distribution
would be unlawful. Persons into whose possession this Announcement
may come are required by the Company to inform themselves about and
to observe any restrictions of transfer in this Announcement. No
public offer of securities of the Company is being made in the
United Kingdom or elsewhere.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and none of the Placing Shares
have been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, none of the Placing Shares may (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
Numis is acting as agent for and on behalf of the Company in
connection with the Placing and has entered into a placing
agreement (the "Placing Agreement") with the Company under which
Numis has agreed to use its reasonable endeavours to procure
Placees to take up the Placing Shares at the Placing Price (as
defined below), on the terms and subject to the conditions set out
therein.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of 2 pence per share in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the Placing Shares,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application for admission to trading
Application will be made to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the UK Listing Authority (the
"Official List") and to the London Stock Exchange plc (the "London
Stock Exchange") for admission to trading of the Placing Shares on
its main market for listed securities ("Admission").
It is expected that Admission of the Placing Shares will become
effective at or around 8.00 a.m. (London time) on 19 May 2015 (or
such later time and/or date as Numis may agree with the Company)
(the "Placing Closing Date") and that dealings in the Placing
Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Numis is arranging the Placing as placing agent of the
Company for the purpose of procuring Placees at the Placing Price
for the Placing Shares following completion of the Bookbuilding
Process (as defined below).
2. Commencing today, Numis will be conducting an accelerated
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing.
3. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis.
4. The Bookbuilding Process, if successful, will establish a
single price (the "Placing Price") payable to Numis by all Placees
whose bids are successful. The Placing Price and the number of
Placing Shares will be agreed between Numis and the Company
following completion of the Bookbuilding Process and any discount
to the market price of the Ordinary Shares will be determined in
accordance with the listing rules of the FCA.
5. The books will open with immediate effect. The Bookbuilding
Process is then expected to close not later than 4.30 p.m. London
time 14 May 2015, but may be closed earlier at the sole discretion
of Numis. A further announcement will be announced on a Regulatory
Information Service as soon as practicable following the close of
the Bookbuilding Process detailing the Placing Price at which the
Placing Shares are being placed (the "Pricing Announcement"). The
Company reserves the right (upon the agreement of Numis) to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion. Numis may, subject to the
prior consent of the Company, accept bids that are received after
the Bookbuilding Process has closed.
6. A bid in the Bookbuilding Process will be made on the terms
and conditions in this Appendix and will not be capable of
variation or revocation after the close of the Bookbuilding
Process.
7. A Placee who wishes to participate in the Bookbuilding
Process should communicate its bid by telephone to the usual sales
contact at Numis stating the number of Placing Shares which the
prospective Placee wishes to acquire at the Placing Price which is
ultimately established by the Company and Numis or at prices up to
a price limit specified in its bid. In the event of an
oversubscription under the Placing, Numis reserves the right to
scale back any bids in accordance with paragraph 8 of this
Appendix. If successful, Numis will re-contact and confirm orally
to Placees following the close of the Bookbuilding Process the size
of their respective allocations and contract notes will be
dispatched thereafter. The identity of Placees and the basis of the
allocations are at the discretion of Numis in consultation with the
Company. Numis's oral confirmation of the size of allocations will
constitute an irrevocable legally binding agreement with the Placee
concerned in favour of the Company and Numis, pursuant to which
each such Placee will be required to accept the number of Placing
Shares allocated to the Placee at the Placing Price set out in the
Pricing Announcement and otherwise on the terms and subject to the
conditions set out herein and in accordance with the Company's
articles of association. Each Placee's allocation and commitment
will be evidenced by a contract note issued to such Placee by
Numis. The terms of this Appendix will be deemed incorporated in
that contract note. Each such Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Numis, to pay
it or (as it may direct) one of its affiliates in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares allocated to such Placee.
8. Numis reserves the right to accept bids, either in whole or
in part, on the basis of allocations determined in accordance with
the Company and to scale back the number of Placing Shares to be
subscribed for or acquired by any Placee in the event of an
oversubscription under the Placing. Numis also reserves the right
not to accept offers to subscribe for or acquire Placing Shares or
to accept such offers in part rather than in whole. The acceptance
of offers shall be at the absolute discretion of Numis. Numis shall
be entitled to effect the Placing by such alternative method to the
Bookbuilding Process as they may determine in agreement with the
Company.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
10. All obligations of Numis under the Placing will be subject
to fulfilment of the conditions referred to below under "Conditions
of the Placing" and to the Placing not being terminated on the
basis referred to below under "Right to terminate under the Placing
Agreement".
11. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12. Except as required by law or regulation, no press release or
other announcement will be made by Numis or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
13. To the fullest extent permissible by law, neither Numis, the
Company nor any of their respective affiliates, agents, directors,
officers or employees 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 Numis, nor the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties)
in respect of Numis' conduct of the Placing and the Bookbuilding
Process or of such alternative method of effecting the Placing or
the Bookbuilding Process as Numis and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
Numis' obligations under the Placing Agreement in relation to
the Placing of the Placing Shares are conditional on, inter
alia:
(a) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on the Placing Closing Date (or such later time
and/or date as the Company and Numis may otherwise agree);
(b) the performance by the Company of its obligations under the
Placing Agreement so far as those obligations fall to be performed
prior to Admission;
(c) the Company having confirmed to Numis that, prior to the
delivery of such confirmation, none of the representations,
warranties and agreements of the Company contained in the Placing
Agreement was untrue, inaccurate or misleading at the date of the
Placing Agreement or will be untrue, inaccurate or misleading
immediately prior to Admission; and
(d) the Company having delivered to Numis a pricing agreement
signed on behalf of the Company, in connection with the
Bookbuilding Process, not later than midday on the dealing date
following the date of the Placing Agreement.
If: (i) any of the conditions in relation to the Placing of the
Placing Shares contained in the Placing Agreement, including those
described above, are not fulfilled or (where permitted) waived by
Numis by the relevant time or date specified (or such later time or
date as the Company and Numis may agree); or (ii) any of such
conditions become incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
Numis may, at its discretion and upon such terms as it considers
fit, 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 Placing Agreement save that the above conditions relating,
inter alia, to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Numis shall not have any liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Numis.
Right to terminate under the Placing Agreement
Numis is entitled, at any time before Admission of the Placing
Shares, to terminate the Placing Agreement in relation to those
shares in accordance with its terms in certain circumstances,
including, inter alia: (i) any breach of the warranties given by
the Company in the Placing Agreement or any statement in the
Placing Agreement becoming untrue, incorrect or misleading; (ii)
the failure of the Company to comply with obligations under the
Placing Agreement; (iii) any material adverse change in or any
development reasonably likely to result in a prospective material
adverse change in the condition (financial, operational, legal or
otherwise) or the earnings, result of operations, management,
business affairs or prospects of the Group, taken as a whole,
whether or not arising in the ordinary course of business; or (iv)
the occurrence of an adverse macro-economic change, suspension or
limitation in the trading in any securities of the Company or a
moratorium on commercial banking activities which, in the good
faith opinion of Numis, would make it impracticable or inadvisable
to proceed with the Placing.
By participating in the Placing, Placees agree that the exercise
by Numis of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Numis
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only, and will not be offered in such
a way as to require an admission document or prospectus in the
United Kingdom or in any other jurisdiction.
No offering document or prospectus has been or will be submitted
to be approved by the London Stock Exchange or any other regulatory
body in relation to the Placing.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees. Each Placee, by accepting a participation in
the Placing, agrees that the content of this Announcement
(including this Appendix) and all other publicly available
information previously published by the Company by notification to
a Regulatory Information Service or otherwise filed by the Company
is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or Numis or any other person and none of the Company or
Numis nor any other person will be liable for any Placee's decision
to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B128J450) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST").
Subject to certain exceptions, Numis and the Company reserve the
right to require settlement for, and delivery of, the Placing
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 the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Numis stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Numis and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares that it has in place with Numis.
It is expected that settlement of the Placing Shares will be on
19 May 2015, in accordance with the instructions set out in the
trade confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis' account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) or other similar taxes imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
1 represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2 acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
3 acknowledges that none of Numis, the Company, any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested any of
Numis, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
4 acknowledges that the Company's ordinary shares are listed on
the premium segment of the Official List and are admitted to
trading on the Main Market of the London Stock Exchange plc and
that the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices of the FCA , which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or access to such information, or comparable information
concerning other publicly traded companies, in each case without
undue difficulty;
5 acknowledges that none of Numis, any person acting on behalf
of it or them, or any of its affiliates has or shall have any
liability for any publicly available or filed information or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person.
6 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of
Numis, nor their respective affiliates or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in, or omission
from, this Announcement or any information previously published by
or on behalf of the Company, pursuant to applicable laws, and will
not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement
contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Placee has relied in
committing itself to acquire Placing Shares is contained in this
Announcement and any information previously published by the
Company by notification to a Regulatory Information Service, such
information being all that such Placee deems necessary or
appropriate and sufficient to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given, or representations,
warranties or statements made, by any of Numis or the Company nor
any of their respective affiliates and none of Numis or the Company
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
7 acknowledges and agrees that it may not rely, and has not
relied, on any investigation that Numis, any of their affiliates or
any person acting on their behalf, may have conducted with respect
to the Placing Shares or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing Shares or the accuracy, completeness or
adequacy of any publicly available or filed information or any
representation relating to the Company; each Placee further
acknowledges that it has conducted its own investigation of the
Company and the Placing Shares and has received all information it
believes necessary or appropriate in connection with its investment
in the Placing Shares;
8 acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares ;
9 acknowledges that none of Numis, their respective affiliates
or any person acting on behalf of any of them has or shall have any
liability for any information made publicly available by or in
relation to the Company or any representation, warranty or
statement relating to the Company or the Group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
10 represents and warrants that (i) it is and, at the time the
Placing Shares are acquired, will be either (a) located outside the
United States and is not a US person (as defined in Regulation S)
and is acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S, or (b) within
the United States, it is either a QIB or an Accredited Investor
and, in each case, is also a QP and is acquiring the Placing Shares
for its own account (or the account of a QIB or Accredited Investor
as to which it has sole investment discretion) for investment
purposes only; (iii) if it is acquiring the Placing Shares for the
account of one or more other persons, it has full power and
authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account; (iv) it is
not acquiring the Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
form of general solicitation or general advertising (within the
meaning of Rule 502(c) of Regulation D under the Securities Act);
and (v) it will not publish, distribute or transmit these or any
other documents or information related to the Placing, by any means
or media, directly or indirectly, in whole or in part, in or into
the United States;
11 acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or the securities laws
of any state of the United States and that the Company has not been
and will not be registered under the Investment Company Act; and
the Placing Shares may not be offered or sold within the United
States or to, or for the account or benefit of, US persons (as
defined in Regulation S) except in an "offshore transaction" in
accordance with Regulation S or in a transaction exempt from, or
not subject to, the registration requirements of the Securities Act
and the Investment Company Act;
12 acknowledges that in making any decision to acquire Placing
Shares it (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of subscribing for or purchasing the Placing Shares, (ii) will not
look to Numis for all or part of any such loss it may suffer, (iii)
is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of an investment in the Placing Shares ,
(iv) is able to sustain a complete loss of an investment in the
Placing Shares and (v) has no need for liquidity with respect to
its investment in the Placing Shares;
13 undertakes, unless otherwise specifically agreed with Numis,
that it is not and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of Australia, Canada, Japan, Jersey or South Africa and
further acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Australia, Canada, Japan, Jersey or South Africa and,
subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions;
14. acknowledges that the Placing Shares have not been and will
not be registered and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States or any state or jurisdiction
thereof, Australia, Canada, Japan or South Africa and, subject to
certain exceptions, may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into those
jurisdictions;
15 acknowledges that the Placing Shares are being subscribed for
investment purposes, and not with a view to offer, resell or
distribute within the meaning of the United States securities
laws;
16 acknowledges that no representation has been made as to the
availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
17 represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
18 represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, section 118 of the
Financial Services and Markets Act 2000 (the "FSMA") and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006 and the Money Laundering Regulations 2007
and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
19 represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person:
(i) it is duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Company and/or Numis for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
20 if a financial intermediary, as that term is used in Article
3(2) of the EU Prospectus Directive, represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Member State of the EEA which has implemented the Prospectus
Directive other than Qualified Investors, or in circumstances in
which the prior consent of Numis has been given to the offer or
resale;
21 represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA;
22 represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member
state of the EEA within the meaning of the Prospectus
Directive;
23 represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
24 represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
25 represents and warrants, if in a Member State of the European
Economic Area, unless otherwise specifically agreed with Numis in
writing, that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive;
26 represents and warrants, if in the United Kingdom, that it is
a person (i) having professional experience in matters relating to
investments who falls within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or
(ii) who falls within Article 49(2)(a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or
(iii) to whom this Announcement may otherwise lawfully be
communicated;
27 acknowledges and agrees that no action has been or will be
taken by either the Company or Numis or any person acting on behalf
of the Company or Numis that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
28 represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that it
has not taken any action or omitted to take any action which will
or may result in Numis, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
29 undertakes that it (and any person acting on its behalf) will
make payment in respect of the Placing Shares allocated to it in
accordance with this Appendix on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other acquirers or sold as Numis may in their sole discretion
determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number
of Placing Shares allocated to it and may be required to bear any
stamp duty, stamp duty reserve tax or other similar taxes (together
with any interest or penalties) which may arise upon the sale of
such Placee's Placing Shares;
30 that its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that Numis or the Company may call upon
it to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
31 acknowledges that none of the Company nor Numis, nor any of
their respective affiliates, nor any person acting on behalf of
them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that its participation in the Placing is on
the basis that it is not and will not be a client of Numis in
connection with its participation in the Placing and that Numis
have no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
32 undertakes that the person whom it specifies for registration
as holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither Numis nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes resulting from a failure to observe this
requirement ("Indemnified Taxes"). Each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and Numis on an
after-tax basis in respect of any Indemnified Taxes on the basis
that the Placing Shares will be allotted to the CREST stock account
of Numis who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
33 acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions set out in this Appendix, and all non-contractual or
other obligations arising out of or in connection with them, shall
be governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (including any dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by
either the Company or Numis in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
34 agrees to indemnify on an after tax basis and hold the
Company, Numis and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
35 represents and warrants that it has neither received nor
relied on any inside information concerning the Company prior to or
in connection with accepting this invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non-public information;
36 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing, and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
37 if it is a pension fund or investment company, its purchase
of Placing Shares is in full compliance with applicable laws and
regulations; and
38 agrees that the Company, Numis and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Numis on their own behalf and on
behalf of the Company and are irrevocable and irrevocably
authorises the Company and Numis to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein.
The foregoing representations, warranties and confirmations are
given to Numis for itself and on behalf of the Company and are
irrevocable.
The agreement to allot and issue Placing 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 Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Numis will be
responsible and the Placees shall indemnify the Company and Numis
on an after-tax basis for any stamp duty or stamp duty reserve tax
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
Numis accordingly.
The Company and Numis are not liable to bear any transfer taxes
that arise on a sale of Placing Shares subsequent to their
acquisition by Placees or for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises and notify Numis accordingly. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold each of
Numis and/or the Company and their respective affiliates harmless
from any and all interest, fines or penalties in relation to stamp
duty, stamp duty reserve tax and all other similar duties or taxes
to the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither the Company nor Numis owe any fiduciary
or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis or any of its affiliates may, at
its absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares .
When a Placee or person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business and the Placee will rank only as a general
creditor of Numis.
All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of the Placees of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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