TIDMOCDO
RNS Number : 9841D
Ocado Group PLC
06 February 2018
6 February 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR
THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES, INCLUDING PLACING SHARES, IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
(INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
OCADO GROUP PLC
Proposed placing of new Ordinary Shares
Ocado Group plc ("Ocado" or the "Company"), today announces its
intention to conduct a non-pre-emptive placing of up to 31,463,500
new ordinary shares in the capital of the Company (the "Placing
Shares") to institutional investors (the "Placing"), which
represents approximately 5% of the existing issued share capital of
the Company.
The Placing is being conducted, subject to satisfaction of
certain conditions set out in the Appendix to this announcement,
through an accelerated bookbuild process (the "Bookbuild") which
will be launched immediately following this placing announcement
(the "Announcement"). Goldman Sachs International ("Goldman Sachs")
and Numis Securities Limited ("Numis"), are acting as joint
bookrunners (the "Bookrunners") in connection with the Placing.
The Company has also published today its preliminary annual
financial results for the 53 weeks ended 3(rd) December 2017.
Rationale for the Placing and use of proceeds
The last twelve months have been transformational for Ocado.
Ocado believes that its Ocado Solutions ("Ocado Solutions")
technology platform is primed for growth and has been validated
internationally through its latest partnerships with Groupe Casino
and Sobeys. Ocado is therefore confident that Ocado Solutions will
be able to enter into further international partnerships, with the
momentum of such transactions building over time.
The net proceeds of the Placing will be used to facilitate the
signing of new Ocado Solutions partnerships globally, to commit
funding to associated investment capital expenditure and to
increase Ocado's technology engineering and software capabilities.
The net proceeds will also enable Ocado to bring forward investment
in its customer fulfilment centres ("CFC") located at Erith and
Andover in order to accelerate their fulfilment capacity.
The Company believes that the time is right to accelerate these
growth opportunities and drive scale. Ocado expects the earnings
from its partnerships with Groupe Casino and Sobeys to be neutral
in FY 2018 and profitable and growing from FY 2019. The Company
anticipates that total capital expenditure in FY 2018 will be
approximately GBP210m for its increased capacity and for further
investments in its Ocado Solutions platform. A typical single CFC
transaction has expected GBP30m peak cash outflow due to capital
costs of installing Ocado's mechanical handling equipment.
The Company believes that it is this pace and scale which will
make its virtuous cycle turn faster in the years ahead, translating
into significantly higher profitability.
Outlook
Assuming economic conditions remain broadly stable, in FY 2018
Ocado is confident in achieving revenue growth in its Retail
business of between 10-15% as it increases its fulfilment capacity
and grows its market share in the UK.
In FY 2018 Group EBITDA will reflect the fixed costs of Ocado's
largest ever CFC in Erith, the ramp up of Ocado's proprietary
solution in both Andover and Erith and an acceleration in the
development of its Ocado Solutions platform. The Company expects
the trends in EBITDA to improve significantly in FY 2019.
Details of the Placing
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 between the Bookrunners and the Company following completion
of the Bookbuild. The timing of the closing of the Bookbuild,
pricing and allocations are at the discretion of the Bookrunners
and the Company. 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 terms and conditions set out in
the placing agreement entered into between the Company and the
Bookrunners (the "Placing Agreement"). Further details of the
Placing Agreement can be found in the terms and conditions
contained in the Appendix to this Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will be issued subject to the Company's articles of association
and will rank pari passu in all respects with the existing issued
ordinary shares 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 by reference to a record date
falling after their issue.
Application will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to be admitted to trading on the
main market for listed securities of the London Stock Exchange plc
(together, "Admission"). Settlement for the Placing Shares and
Admission is expected to take place at 8.00 a.m. (London time) on 8
February 2018. The Placing is conditional, among other things, upon
Admission becoming effective. The Placing is also conditional upon
the Placing Agreement not being terminated.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement). By choosing to participate in the
Placing and by making an oral and legally binding offer to
subscribe for Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions in it, and to be providing the representations,
warranties, acknowledgments and undertakings contain in the
Appendix. In particular, investors should read and understand the
information provided in the "Important Information on the Placing
for Invited Placees Only" section of the Appendix.
For further information please contact:
Ocado
Tim Steiner, Chief Executive Officer, on 01707 228 000
Duncan Tatton-Brown, Chief Financial Officer, on 01707 228
000
David Shriver, Director of Communications, on 01707 228 000
Michelle Clarke / Susanna Voyle, Tulchan Communications on 020
7353 4200
Goldman Sachs International
Phil Raper / Richard Cormack / Jimmy Bastock
020 774 1000
Numis Securities Limited
Alex Ham/Oliver Cardigan/Tom Ballard
020 7260 1000
Notes:
In this Announcement:
"FY 2018" means the financial year (that is, the period of 52
weeks) ending 2 December 2018.
"FY 2019" means the financial year (that is, the period of 52
weeks) ending 1 December 2019.
Person responsible for arranging the release of this
announcement:
Neill Abrams
Group General Counsel & Company Secretary
Ocado Group plc
Buildings One & Two Trident Place
Mosquito Way
Hatfield
Hertfordshire
AL10 9UL
Fax: +44 (0)1707 227997
email: company.secretary@ocado.com
Ocado Group plc LEI: 213800LO8F61YB8MBC74
This Announcement including its Appendix and the information
contained in it is not for publication, release or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan or South Africa or any other state
or jurisdiction in which publication, release or distribution would
be unlawful. This Announcement is for information purposes only and
does not constitute an offer to sell or issue, or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in the United States, Australia, Canada, Japan, or
South Africa or any other state or jurisdiction in which such offer
or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. The Placing Shares have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly
or indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. Subject to certain limited
exceptions, the Placing Shares are being offered and sold outside
the United States in accordance with Regulation S under the
Securities Act.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Directive (as defined below) from the requirement to
produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive (as defined
below)) to be published. This Announcement and the terms and
conditions set out herein are for information purposes only and are
directed only at persons who are: (a) persons in Member States of
the European Economic Area 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, and includes the 2010 PD
Amending Directive (Directive 2010/73/EU) to the extent implemented
in the relevant 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 the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (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 Announcement and the
terms and conditions set out herein must not be acted on or relied
on by persons who are not relevant persons. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this
Announcement and the terms and conditions set out herein relates is
available only to relevant persons and will be engaged in only with
relevant persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Goldman Sachs International ("Goldman Sachs") or Numis Securities
Limited ("Numis"), or by any of their 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.
Goldman Sachs is authorised and regulated in the United Kingdom
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority (the "FCA"). Numis is authorised and
regulated in the United Kingdom by the FCA. Each of Goldman Sachs
and Numis is acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Goldman Sachs and/or Numis by FSMA or by the regulatory
regime established under it, neither Goldman Sachs nor Numis nor
any of their respective affiliates accepts any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of Goldman Sachs and/or Numis or any of their
respective affiliates in connection with the Company, the Placing
Shares or the Placing. Goldman Sachs and/or Numis and each of their
respective affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by
Goldman Sachs and/or Numis or any of their respective affiliates as
to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Goldman Sachs and/or Numis
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Goldman Sachs and Numis to inform themselves about, and to observe,
such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company, Goldman Sachs and Numis do
not assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained in it and
nor do they intend to. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended
to be a profit forecast or profit estimate or to imply that the
earnings of the Company for the current or future financial years
will necessarily match or exceed the historical or published
earnings of the Company. As a result of these risks, uncertainties
and assumptions, the recipient should not place undue reliance on
these forward-looking statements as a prediction of actual results
or otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by either of Goldman Sachs or Numis.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Goldman Sachs and Numis will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
APPIX
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS
THIS APPIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE
"ANNOUNCEMENT") AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA 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,
AND INCLUDES THE 2010 PD AMING DIRECTIVE (DIRECTIVE 2010/73/EU) TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (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; (C) IN
THE UNITED STATES, A LIMITED NUMBER OF CERTAIN QUALIFIED
INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")); AND (D)
OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED; (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE 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 MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE UNITED STATES OR
ELSEWHERE. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING
OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE
UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf), by making
an oral or written offer to subscribe for Placing Shares (as
defined below), will be deemed to have read and understood this
Announcement, including this Appendix, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements, and undertakings
contained in this Appendix. In particular each such Placee (as
defined below) (and any person acting on such Placee's behalf)
represents, warrants and acknowledges that:
a) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its
business;
b) no prospectus or offering document is required to be
published in connection with the Placing described in this
Announcement;
c) in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive (i) the Placing Shares subscribed for by it in
the Placing have not been subscribed for on behalf of, nor have
they been subscribed for with a view to their offer or resale to,
persons in any Member State of the European Economic Area other
than Qualified Investors or in circumstances in which the prior
consent of the Company and the Bookrunners has been given to the
offer or resale, or (ii) where Placing Shares have been subscribed
for by it on behalf of persons in any member state of the European
Economic Area other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons;
d) it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States; and
e) unless otherwise agreed with the Company, (i) it and the
person(s), if any, for whose account or benefit it is subscribing
for the Placing Shares are purchasing the Placing Shares in an
"offshore transaction" as defined in Regulation S under the
Securities Act ("Regulation S"); (ii) it is aware of the
restrictions on the offer and sale of the Placing Shares pursuant
to Regulation S; and (iii) the Placing Shares have not been offered
to it by means of any "directed selling efforts" as defined in
Regulation S.
The Company and the Bookrunners will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement (including the Appendix) is for information
only and does not constitute an offer or invitation to underwrite,
subscribe for or otherwise acquire or dispose of any securities or
investment advice in any jurisdiction, including without
limitation, the United Kingdom, the United States, Australia,
Canada, Japan or South Africa. Past performance is not a good guide
to future performance. Persons needing advice should consult an
independent financial advisor. This Announcement and the
information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, Canada, Australia, Japan or South Africa or in any
jurisdiction in which such publication or distribution is unlawful.
No public offer of securities of the Company is being made in the
United Kingdom, United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any
state or other jurisdiction of the United States.
The Placing Shares may not be offered, sold or transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. Subject to certain limited exceptions, the
Placing Shares are being offered and sold outside the United States
in accordance with Regulation S.
The relevant clearances have not been, and 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, the Japanese Ministry of Finance or the South African
Reserve Bank; and the Placing Shares have not been, and nor will
they be, registered or otherwise qualified for offer and sale under
the securities laws of any state, province or territory of Canada,
Australia, Japan or South Africa. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia, Japan
or 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.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Bookrunners have entered into a placing agreement dated 6
February 2018 (the "Placing Agreement") with the Company under
which the Bookrunners have, on the terms and subject to the
conditions set out therein, each undertaken as agent for and on
behalf of the Company, to use reasonable endeavours to procure
placees for up to 31,463,500 new ordinary shares in the capital of
the Company of nominal value 2 pence each (the "Placing Shares") at
a price determined following completion of an accelerated bookbuild
process (the "Placing").
In accordance with the terms of the Placing Agreement, the
Bookrunners have agreed, subject to agreement with the Company as
to the number and price of the Placing Shares to be placed with
Placees, to underwrite the settlement risk in the event that any
Placees fail to take up their allocation of the Placing Shares.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will be issued subject to the
Company's articles of association and will rank pari passu in all
respects with the existing issued ordinary shares of 2 pence per
share in the capital of the Company ("Ordinary Shares"), including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of such Ordinary Shares by
reference to a record date falling after their issue. The Placing
Shares will be issued free of any pre-emption rights, encumbrances,
liens or other security interests.
Application for listing and admission to trading
Application will be made to the FCA for admission of the Placing
Shares to the premium listing segment of the Official List of the
FCA (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on its main market for listed securities (together,
"Admission"). It is expected that Admission will become effective
at 8.00 a.m. (London time) on 8 February 2018 and that dealings in
the Placing Shares will commence at that time.
Bookbuild
The Bookrunners will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunners and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunners severally (and not jointly or jointly and
severally) are arranging the Placing each as bookrunner and agent
of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
either Bookrunner. The Bookrunners and their affiliates are
entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild, if successful, will establish a single price
payable to Goldman Sachs or Numis (as applicable), as agents for
the Company, by all Placees whose bids are successful (the "Placing
Price"). The Placing Price and the aggregate proceeds to be raised
through the Placing will be agreed between the Bookrunners and the
Company following completion of the Bookbuild and any discount to
the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules. The Placing Price will be
announced on a Regulatory Information Service following the
completion of the Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Goldman Sachs or Numis. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for at either the Placing Price which is
ultimately established by the Company and the Bookrunners, or at
prices up to a price limit specified in its bid. Bids may be scaled
down by the Bookrunners on the basis referred to in paragraph 8
below. Each of Goldman Sachs and Numis reserves the right not to
accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at either Goldman Sachs' or Numis'
absolute discretion, subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 6 February 2018 but may be closed earlier or later
at the discretion of the Bookrunners. The Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon the
agreement of the Bookrunners) to reduce the number of shares to be
issued pursuant to the Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to it orally or in
writing by Goldman Sachs or Numis (as applicable), as agent of the
Company, following the close of the Placing, and a contract note or
electronic confirmation will be dispatched as soon as reasonably
practicable thereafter. Goldman Sachs' or Numis' oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) in favour of Goldman Sachs or Numis (as applicable) and the
Company, under which it agrees to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Company's articles of association.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued and the price at which Placing Shares have been placed,
referred to in paragraph 3 above as the "Pricing Announcement".
8. Subject to paragraphs 4 and 5 above, the Bookrunners may,
subject to agreement with the Company, choose to accept bids,
either in whole or in part, on the basis of allocations determined
at their absolute discretion and may scale down any bids for this
purpose on such basis as it may determine. The Bookrunners may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time, and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the
Bookrunners, subject to agreement with the Company.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and except with Goldman Sachs' and Numis' consent will not be
capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Goldman Sachs or Numis
(as applicable), as agents of the Company, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for and the Company has agreed to allot and
issue to such Placee.
10. Except as required by law or regulation, no press release or
other announcement will be made by Goldman Sachs, 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.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, 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.
14. To the fullest extent permissible by law, neither Goldman
Sachs nor Numis nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Goldman
Sachs nor Numis 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 Goldman Sachs' or Numis' conduct of
the Bookbuild or of such alternative method of effecting the
Placing as the Bookrunners 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. Goldman Sachs' and Numis' obligations under the Placing
Agreement are conditional on, inter alia:
a) agreement being reached between the Company and each of the
Bookrunners on the Placing Price and the number of Placing Shares,
and the publication by the Company of a Pricing Announcement prior
to 7.00 a.m. (London time) on 7 February 2018 (or such later time
or date as the Company and the Bookrunners may agree in
writing);
b) the warranties contained in the Placing Agreement being true,
accurate and not misleading on and as of the date of the Placing
Agreement and on the date of Admission and the Bookrunners
receiving a certificate from the Company confirming such is the
case;
c) save to the extent, in the opinion of the Bookrunners, not
material in the context of the Placing, the Company having complied
with all of its obligations under the Placing Agreement to the
extent the same fall to be performed or satisfied prior to
Admission;
d) the Company allotting, subject to Admission, the Placing
Shares in accordance with the Placing Agreement; and
e) Admission taking place by 8.00 a.m. (London time) on 8
February 2018 (or such later time or date as the Company and
Bookrunners may otherwise agree).
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares is not fulfilled or, where
permitted, waived in accordance with the Placing Agreement by each
of the Bookrunners, by the time or date specified in the Placing
Agreement (or such later time or date as the Company and the
Bookrunners may agree), or (ii) the Placing Agreement is terminated
in the circumstances specified below, the Placing will not proceed
and each Placee's rights and obligations hereunder in relation to
the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
The Bookrunners may, at their discretion and upon such terms as
they think fit, extend the time for the satisfaction of any
condition or 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 certain conditions
in the Placing Agreement (including the condition relating to
Admission taking place) may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Bookrunners, the Company or any other person 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 made as to whether or not to waive or to
extend the time or the date for the satisfaction of any condition
to the Placing nor for any decision made as to the satisfaction of
any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunners.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Either Bookrunner may, at any time before Admission, terminate
the Placing Agreement in relation to their obligations in respect
of the Placing Shares by giving notice to the Company if, in the
opinion of either Bookrunner (acting in good faith and after
consultation with the Company to the extent practicable), any of
the following circumstances occur:
a) the Company fails to comply with any of its obligations under
the Placing Agreement which fall to be performed prior to Admission
where the effect of such failure is, in the opinion of either of
the Bookrunners, acting in good faith, material in the context of
the Placing and Admission;
b) an event occurs which, if the warranties contained in the
Placing Agreement were repeated immediately after that event, would
make any of those warranties untrue, incorrect or misleading in any
material respect in the context of the Placing and Admission, as
determined by either of the Bookrunners (acting in good faith) or
there is a breach of any such warranty;
c) any of the conditions to the Placing contained in the Placing
Agreement have not been satisfied or waived by the Bookrunners or
any matter or circumstance arises as a result of which there is no
reasonable prospect, in the opinion of either of the Bookrunners,
acting in good faith, that all of the conditions to the Placing
will be satisfied, or will become capable of being satisfied or
waived, at the required time(s) and continue to be satisfied or
waived at Admission;
d) in the opinion of either of the Bookrunners, acting in good
faith, there has occurred since the date of the Placing Agreement:
(i) any material adverse change; (ii) any change or development in
financial, political (including an outbreak or escalation of
hostilities or acts of terrorism), economic or market conditions or
currency exchange rates or exchange controls in the United Kingdom,
the United States, any Member State of the European Economic Area,
or elsewhere; (iii) any change or development involving a
prospective change in taxation adversely affecting the Company, the
Placing Shares or the transfer of shares; or (iv) any other
calamity or crisis, in each of the scenarios described above as
would, in the opinion of either of the Bookrunners, acting in good
faith, make it inadvisable or impracticable to proceed with the
Placing or the distribution of the Placing Shares or dealings in
the Placing Shares in the secondary market;
e) in the opinion of either of the Bookrunners, acting in good
faith, since the date of the Placing Agreement: (i) trading in any
securities of the Company has been suspended or materially limited
by the London Stock Exchange or on any exchange or over the counter
market or markets on which the Company's securities are traded;
(ii) trading generally on the London Stock Exchange has been
suspended or materially limited; or (iii) the minimum and maximum
prices for trading in securities have been fixed, or maximum ranges
for prices have been required, by the London Stock Exchange or any
of the aforesaid exchanges or markets on which the Company's
securities are traded or by any governmental authority; or
f) in the opinion of either of the Bookrunners, acting in good
faith, there has been, since the date of the Placing Agreement: (i)
a general moratorium on commercial banking activities declared by
the relevant authorities in the United Kingdom, a Member State of
the European Economic Area, the United States or New York State; or
(ii) a material disruption in commercial banking or securities
settlement or clearing services in the United Kingdom, any Member
State of the European Economic Area or the United States.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by either Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the relevant Bookrunner and that it need not make any
reference to Placees in this regard and that, to the fullest extent
permitted by law, the Bookrunners shall have no responsibility or
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
Lock-up
The Company has agreed with the Bookrunners that during the
period commencing on the date of the Placing Agreement and ending
90 days after Admission, the Company will not, and will ensure that
no group company will, without the prior written consent the
Bookrunners: (i) save for (a) the issue of Ordinary Shares pursuant
to the exercise of existing employee share options or pursuant to
the Company's existing employee incentive schemes, or (b) the grant
or exercise in the ordinary course of share options or awards to
employees and management, or (c) the issue of the Placing Shares,
directly or indirectly, issue, offer, pledge, sell, contract to
issue or sell, issue or sell any option or contract to purchase,
purchase any option or contract to issue or sell, grant any option,
right or warrant to purchase or otherwise transfer or dispose of,
directly or indirectly, any Ordinary Shares or any securities
convertible into or exercisable or exchangeable for Ordinary
Shares; or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or
indirectly, any of the economic consequences of ownership of
Ordinary Shares, whether any such swap, transaction or agreement is
to be settled by delivery of Ordinary Shares, in cash or
otherwise.
No 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 a prospectus in the UK or elsewhere in the
European Economic Area. No offering document, prospectus or
admission document has been or will be published or submitted to be
approved by the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on the Company's publicly available information taken together with
the information contained in this Announcement (including this
Appendix) 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),
the Company's publicly available information and the Exchange
Information (defined below) 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 (other than publicly available
information and the Exchange Information), Goldman Sachs, Numis or
any other person and none of Goldman Sachs, Numis or the Company or
any other person will have any responsibility or liability for any
Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place on a delivery versus payment basis within
the CREST system, subject to certain exceptions. In the event of
any difficulties or delays in the admission of the Placing Shares
to CREST or the use of CREST in relation to the Placing, the
Company and the Bookrunners may agree that the Placing Shares
should be issued in certificated form. The Bookrunners and the
Company reserve the right to require settlement for and delivery of
the Placing Shares to Placees by such other means that they deem
necessary if delivery or settlement is not practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following close of the Bookbuild, each Placee allocated Placing
Shares in the Placing will be sent a contract note or electronic
confirmation in accordance with the standing arrangements in place
with Goldman Sachs or Numis (as applicable) stating the number of
Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Goldman Sachs or Numis (as
applicable) and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with
Goldman Sachs or Numis (as applicable). Payment in full for any
Placing Shares so allocated at the Placing Price must be made by no
later than 8.00 a.m. (London time) on 8 February 2018.
It is expected that settlement will be on 8 February 2018 on a
T+2 basis in accordance with the instructions set out in the
contract note or electronic 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 the Bookrunners.
Each Placee agrees that, if it does not comply with these
obligations, Goldman Sachs or Numis (as applicable) may sell any or
all of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for Goldman Sachs' or 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 or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on
Goldman Sachs or Numis (as applicable) all such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which Goldman Sachs or Numis (as
applicable) lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic 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 agent, such Placing Shares should, subject
as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any other
circumstances in which any stamp duty or stamp duty reserve tax
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Bookrunners nor the Company shall be responsible for the payment
thereof. Placees (or any nominee or other agent acting on behalf of
a Placee) 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 acknowledges, confirms,
undertakes, represents, warrants and agrees in each case as a
fundamental term of their application for Placing Shares as set out
below:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription for Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein, and it
undertakes not to redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement;
2. that no offering document, prospectus or admission document
has been or will be prepared in connection with the placing of the
Placing Shares and represents and warrants that it has not received
and will not receive a prospectus, admission document or other
offering document in connection therewith;
3. to be bound by the terms of the articles of association of the Company;
4. that the Ordinary Shares are listed on the Official List and
admitted to trading on the main market of the London Stock
Exchange, and that the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the FCA (collectively, the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account, and similar statements for preceding
financial years, and that it has reviewed such Exchange Information
and is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
5. that none of Goldman Sachs, Numis or the Company or any of
their respective affiliates or any person acting on behalf of any
of them has provided, and will not provide it, with any material or
information regarding the Placing Shares, the Placing or the
Company other than this Announcement; nor has it requested any of
Goldman Sachs, Numis the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of (i) Goldman Sachs,
its affiliates, agents, directors, officers, employees or any
person acting on Goldman Sachs' behalf, or (ii) Numis, its
affiliates, agents, directors, officers, employees or any person
acting on Numis' behalf, has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on
this Announcement (including this Appendix), the Company's publicly
available information and the Exchange Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares, and that it has neither
received nor relied on any other information given or
representations, warranties or statements made by any of Goldman
Sachs, Numis or the Company and none of Goldman Sachs, 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. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by either of the
Bookrunners, any of their respective affiliates or any person
acting on the Bookrunners' or any of their affiliates' behalf and
understands that (i) neither Goldman Sachs nor Numis, any of their
affiliates, agents, directors, officers, employees nor any person
acting on their behalf has or shall have any liability for public
information or any representation, (ii) none of the Bookrunners,
any of their affiliates, agents, directors, officers, employees nor
any person acting on their behalf has or shall have any liability
for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the
date of this Announcement or otherwise, and that (iii) none of the
Bookrunners, any of their affiliates nor any person acting on their
behalf makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such information, whether
at the date of publication, the date of this Announcement or
otherwise;
8. that it has neither received nor relied on any confidential
price sensitive information concerning the Company in accepting
this invitation to participate in the Placing and it is not
purchasing Placing Shares on the basis of such information;
9. that none of (i) Goldman Sachs, its affiliates, agents,
directors, officers, employees or any person acting on Goldman
Sachs' behalf, or (ii) Numis, its affiliates, agents, directors,
officers, employees or any person acting on Numis' behalf has or
shall have any responsibility or liability for any publicly
available or filed information (including, without limitation, the
Exchange Information) or any information, representation, warranty
or statement relating to the Company contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
10. it has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of an investment in the Placing Shares, will not look to either
Goldman Sachs or Numis for all or part of any such loss it may
suffer, is able to bear the economic risk of an investment in the
Placing Shares, is able to sustain a complete loss of the
investment in the Placing Shares and has no need for liquidity with
respect to its investment in the Placing Shares;
11. that it is not, and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of Australia, Canada, Japan or South
Africa.
12. it and/or each person on whose behalf it is participating:
(i) is entitled to subscribe for Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(ii) has fully observed such laws and regulations;
(iii) has capacity and authority and is entitled to enter into
and perform its obligations as an subscriber for Placing Shares and
will honour such obligations; and
(iv) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions contemplated hereby and
to perform its obligations in relation thereto;
13. that the Placing Shares have not been and will not be
registered or otherwise qualified for offer and sale nor will a
prospectus be published in respect of any of the Placing Shares
under the securities laws or legislation of the United States,
Australia, Canada, Japan South Africa or any other jurisdiction in
which such offer or solicitation is or may be unlawful and, subject
to certain exceptions, may not be offered, sold, or delivered or
transferred, directly or indirectly, within those
jurisdictions;
14. that (i) neither it, nor any person to whom Placing Shares
are allotted or issued on its behalf (as its nominee or agent) is,
or is acting as nominee or agent for, and that the Placing Shares
will not be allotted or issued to, a person whose business either
is or includes issuing depositary receipts or the provision of
clearance services and therefore that the allotment and issue to
the Placee or any person to whom Placing Shares are allotted or
issued on its behalf (as its nominee or agent), will not give rise
to a liability under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary and clearance services) and (ii) the
Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to issue or transfer
Placing Shares into a clearance system;
15. that it has complied with its obligations under the Market
Abuse Regulation (EU No 596/2014) and any delegating acts,
implementing acts, technical standards and guidelines thereunder
("MAR"), the Criminal Justice Act 1993 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,
the Money Laundering Regulations 2007 (the "Regulations"), the
Money Laundering Sourcebook of the FCA, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 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;
16. if a financial intermediary, as that term is used in Article
3(2) of the EU Prospectus Directive, that the Placing Shares
purchased by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a Member
State of the European Economic Area other than Qualified Investors
(within the meaning of the Prospectus Directive), or in
circumstances in which the prior consent of the Company, Goldman
Sachs and Numis has been given to the offer or resale;
17. 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 subscribing,
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
a requirement to publish a prospectus in the United Kingdom within
the meaning of section 85(1) of the FSMA;
18. that any offer of Placing Shares may only be directed at
persons in member states of the European Economic Area who are
Qualified Investors and it represents and warrants that it has not
offered or sold and will not offer or sell any Placing Shares to
persons in the European Economic Area prior to Admission except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted in and which will not result
in a requirement to publish a prospectus in any member state of the
European Economic Area within the meaning of the Prospectus
Directive;
19. 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;
20. 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;
21. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Goldman Sachs and Numis in
writing, that it is a Qualified Investor within the meaning of the
Prospectus Directive;
22. if in the UK, that it is a person (i) who has professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (ii) falling 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 be lawfully communicated;
23. that (i) it and any person acting on its behalf has capacity
and authority and is otherwise entitled to subscribe for and
purchase the Placing Shares under the laws of all relevant
jurisdictions which apply to it, (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory, (iii) it has not taken any action which will or may
result in the Company, the Bookrunners, any of their affiliates,
agents, directors, officers, employees or any person acting on
their behalf being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing, (iv)
that the subscription for the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise, and (v) it has all necessary capacity
and has obtained all necessary consents and authorities to enable
it to commit to this participation in the Placing and to perform
its obligations in relation thereto (including, without limitation,
in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or
referred to in this Announcement) and will honour such
obligations;
24. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
the terms and conditions set out in this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as Goldman
Sachs and Numis may in their sole discretion determine and without
liability to such Placee, provided always that, such Placee will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
25. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be
entitled, and required, to subscribe for, and that the Company may
call upon it to subscribe for a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
26. that none of (i) Goldman Sachs, its affiliates, agents,
directors, officers, employees or any person acting on Goldman
Sachs' behalf, or (ii) Numis, its affiliates, agents, directors,
officers, employees or any person acting on Numis' behalf, is
making any recommendations to it, advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of either
Goldman Sachs or Numis and that neither Goldman Sachs nor Numis has
any 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;
27. 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. None of Goldman Sachs, Numis or the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax (including any interest and penalties relating thereto)
resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company,
Goldman Sachs and Numis in respect of the same on the basis that
the Placing Shares will be allotted to the CREST stock account of
Goldman Sachs or Numis (as applicable) who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
28. that the Bookrunners reserve the right (acting together and
subject to agreement with the Company) to waive or alter any of the
provisions set out in this Announcement (including the Appendix).
Any such alteration or waiver will not affect Placees' commitments
as set out in this Announcement;
29. to indemnify on an after tax basis and hold the Company,
Goldman Sachs, Numis and each of their respective affiliates,
agents, directors, officers and employees 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;
30. that it irrevocably appoints any director of the Bookrunners
as its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
31. in making any decision to subscribe for the Placing Shares,
that (i) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares, (ii) it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain a complete loss in connection with,
the Placing, (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a
whole, and the terms of the Placing, including the markets in which
the Company and its affiliates operates, and the terms of the
Placing, including the merits and risks involved, (iv) it has had
sufficient time to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment, and (v)
will not look to the Company, the Bookrunners, any of their
respective affiliates, agents, directors, officers, employees or
any person acting on their behalf for all or part of any such loss
or losses it or they may suffer;
32. that it may not rely on any investigation that either
Bookrunner, or any person acting on its behalf may or may not have
conducted with respect to the Company and its affiliates or the
Placing and each of the Bookrunners has not made any representation
or warranty to it, express or implied, with respect to the merits
of the Placing, the subscription for the Placing Shares, or as to
the condition, financial or otherwise, of the Company and its
affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as a recommendation to it to subscribe
for the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, the
Bookrunners for the purposes of this Placing;
33. that it will not hold either Bookrunner or any of their
affiliates, agents, directors, officers, employees or any person
acting on their behalf responsible or liable for any misstatements
in or omission from any publicly available information relating to
the Company or its affiliates or Exchange Information made
available (whether in written or oral form) relating to the Company
or its affiliates and that none of the Bookrunners or any person
acting on behalf of either Bookrunner, makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information or accepts any responsibility for
any of such information;
34. that no action has been or will be taken by any of the
Company, Goldman Sachs, Numis or any person acting on behalf of the
Company, Goldman Sachs 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;
35. that its commitment to subscribe for Placing Shares on the
terms set out herein and in the contract note will continue
notwithstanding any amendment that may in the 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;
36. that the Company, Goldman Sachs, Numis and each of their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements, agreements and undertakings which are given to
the Company, Goldman Sachs and Numis on its own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises Goldman Sachs, Numis and the Company to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein; and
37. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
these terms and conditions or such agreements, shall be governed by
and construed in accordance with English law and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company,
Goldman Sachs 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.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and the Bookrunners (for their own
benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable.
The agreement to allot and issue Placing Shares to Placees (or
the persons acting on behalf of Placees as nominee or agent) free
of UK 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. Such agreement is subject to
the representations, warranties and further terms above and assumes
that the Placing Shares are not being subscribed for in connection
with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. None of the
Company, Goldman Sachs or Numis will be responsible for any UK
stamp duty or stamp duty reserve tax (including any interest and
penalties relating thereto) arising in relation to the Placing
Shares in any other circumstances. Any Placee to whom (or on behalf
of whom) Placing Shares are allocated, allotted, issued or
delivered in breach of any of the representations, warranties or
further terms above undertakes to pay any UK stamp duty or stamp
duty reserve tax (including any interest and penalties relating
thereto) arising in connection with such allocation, allotment,
issue or delivery forthwith and to indemnify on an after-tax basis
and to hold harmless the Company, Goldman Sachs and Numis in the
event that any of the Company, Goldman Sachs and/or Numis has
incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify Goldman Sachs and Numis accordingly.
In addition, Placees should note that they will be liable for
any capital duty, 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 allotment
to them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither Goldman Sachs nor Numis owes 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 Goldman Sachs, Numis or any of their
respective affiliates (acting as an investor for its own account)
may, in its absolute discretion, take up Placing Shares and in that
capacity may retain, purchase or sell for its own account such
Placing Shares and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to any of the
Bookrunners and any affiliate acting in such capacity. In addition
each of the Bookrunners may enter into financing arrangements and
swaps with investors in connection with which the Bookrunners may
from time to time subscribe for, hold or dispose of such securities
of the Company, including the Placing Shares. Neither the
Bookrunners nor any affiliate intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
When a Placee or person acting on behalf of the Placee is
dealing with Goldman Sachs or Numis, any money held in an account
with Goldman Sachs or Numis (as applicable) 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 Goldman Sachs' or Numis' money (as applicable) in
accordance with the client money rules and will be used by Goldman
Sachs or Numis (as applicable) in the course of its own business
and the Placee will rank only as a general creditor of Goldman
Sachs or Numis (as applicable).
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Goldman Sachs, Numis and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
If a Placee is a discretionary fund manager, the Placee may be
asked to disclose, in writing or orally to Goldman Sachs or Numis
(as applicable) the jurisdiction in which the funds are managed or
owned.
All times and dates in this Announcement may be subject to
amendment. Goldman Sachs and 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
IOEUVRORWRAURUR
(END) Dow Jones Newswires
February 06, 2018 02:00 ET (07:00 GMT)
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