TIDMAPGN
RNS Number : 1509S
Applegreen PLC
28 September 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS"). THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information within the meaning
of the EU Market Abuse Regulation 596/2014.
Applegreen plc
PLACING BY WAY OF ACCELERATED BOOKBUILD OF A MINIMUM OF 5
MILLION NEW ORDINARY SHARES
Dublin, London 28 September 2017: Applegreen plc ("Applegreen"
or the "Company"), a major petrol forecourt retailer with
operations in the Republic of Ireland, the United Kingdom and the
United States announces a proposed non pre-emptive placing (the
"Placing") of a minimum of 5 million new ordinary shares of EUR0.01
each in the share capital of the Company ("Ordinary Shares") (the
"Placing Shares").
The Placing is being conducted, subject to the satisfaction of
certain conditions, through an accelerated bookbuild (the
"Bookbuild"), which will be launched immediately following this
announcement (the "Announcement"). Goodbody Stockbrokers UC
("Goodbody") and Shore Capital Stockbrokers Limited ("Shore
Capital") are acting as Joint Bookrunners (together the "Joint
Bookrunners") in connection with the Placing.
Summary of the Placing
-- Placing of a minimum of 5 million Placing Shares by way of
the Bookbuild which will open with immediate effect following this
announcement
-- The minimum number of Placing Shares being offered in the
Placing represents approximately 6.2 per cent. of the Company's
issued share capital prior to the Placing
-- Price per Placing Share shall be determined through the Bookbuild
-- The proceeds of the Placing will be used to fund a pipeline
of potential additional acquisition and development opportunities
and to assist with the financing of the completion of the recently
announced proposed acquisitions of the Brandi Group in South
Carolina, USA and the Carsley Group in the UK
-- Goodbody and Shore Capital are acting as Joint Bookrunners in connection with the Placing
-- The Placing is conditional on, inter alia, Admission (defined
below) which is expected to occur on 5 October 2017
-- The Placing is being undertaken using the Company's existing
shareholder authorities under which the Company can issue up to a
maximum of 10 per cent. of the Company's issued share capital in
the context of the Placing
-- The Appendix to this announcement contains the detailed terms and conditions of the Placing
Background to and reasons for the Placing
The Company achieved a successful initial public offering
("IPO"), listing on AIM ("AIM"), a market operated by the London
Stock Exchange plc ("LSE"), and ESM ("ESM"), a market operated by
the Irish Stock Exchange plc ("ISE"), in May 2015 pursuant to which
it raised EUR70 million (gross) for the Company. Since that time,
the Company has continued to pursue its stated strategy to
accelerate the expansion of its estate by number of sites and
rebrand a number of existing sites. As at 31 December 2014, the
Company had a total of 152 sites, located in the Republic of
Ireland (96 sites), the United Kingdom (54 sites) and United States
(2 sites). The Company, as at 30 June 2017, had a total of 275
sites, with 166 sites in the Republic of Ireland, 85 sites in the
United Kingdom and 24 in the United States. In addition, the
Company recently announced the proposed acquisition of the Brandi
Group, a 42-site retail operation based in Columbia, South
Carolina, and the Carsley Group, a seven-site forecourt retail
operation based in the UK, respectively, both of which are expected
to complete in Q4 2017.
Since the IPO, the Company has funded this growth entirely from
its own internal resources and had net debt of EUR33.2m as at 30
June 2017. The Company intends to continue to invest in future
growth and its stated strategy remains unchanged from the time of
the IPO.
The net proceeds from the Placing will be used to fund a
pipeline of potential additional acquisition and development
opportunities that the Company believes will become available to it
and to assist with the financing of the completion of the recently
announced proposed acquisitions of the Brandi Group in South
Carolina, USA and the Carsley Group in the UK.
Current Trading
The Company released its interim results for the six months
ended 30 June 2017 on 12 September 2017 (the "Interim Results"). In
the Interim Results, the Company said the following in relation to
its outlook:
"We continue to develop our network in H2 2017 adding eight
sites in the period to date. In the Republic of Ireland, we have
opened a new Service Area in Wexford and added one Petrol Filling
Station and one dealer site to our network. We opened our first new
greenfield Service Area in Great Britain and have also added two
Petrol Filling Stations as well as converting another Petrol
Filling Station to a Service Area. In the US we acquired two Petrol
Filling Station sites.
We have a strong pipeline of further developments of both
Service Area sites and Petrol Filling Stations across our
markets.
We have a strong platform for growth in each of our markets and
are well positioned for the seasonally important second half of the
year. Overall, we remain confident in the prospects for the
business in 2017."
Details of the Placing
Goodbody and Shore Capital are acting as Joint Bookrunners in
connection with the Placing.
The Bookbuild will open with immediate effect following this
Announcement. The exact number of Placing Shares to be placed and
the price at which the Placing Shares are to be placed will be
determined by the Company and the Joint Bookrunners at the close of
the Bookbuild and announced by the Company shortly thereafter. The
timing of the closing of the Bookbuild, pricing and allocations are
at the discretion of the Company and the Joint Bookrunners.
Under the terms of the Placing, Applegreen intends to place a
minimum of 5 million Placing Shares. The number of Placing Shares
being offered in the Placing represents approximately 6.2 per cent.
of the Company's issued share capital prior to the Placing. The
Company and Joint Bookrunners may, by agreement, increase or reduce
the number of Placing Shares to be issued under the Placing to a
maximum of 8,082,106 Ordinary Shares (representing approximately
10% of the issued share capital). The Placing is being undertaken
using the Company's existing shareholder authorities which were
obtained at the Company's Annual General Meeting on 29 May 2017 and
in accordance with the Statement of Principles on Disapplying
Pre-emption Rights most recently published by the Pre-Emption
Group.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
including in respect of the right to receive all future dividends
and distributions declared, made or paid by reference to a record
date falling after their issue.
Members of the public are not entitled to participate in the
Placing.
The Company will apply for admission of the Placing Shares to
listing on AIM of the LSE and ESM of the ISE, together
("Admission"). It is expected that settlement of subscriptions in
respect of the Placing Shares and Admission will take place and
that trading in the Placing Shares will commence at 8.00am (Dublin
Time) on 5 October 2017.
The Placing is conditional upon, inter alia, Admission becoming
effective not later than 8.00 a.m. (Dublin Time) on 6 October 2017
(or such later time and/or date as the Joint Bookrunners in their
absolute discretion may agree) and. the placing agreement between
the Company and the Joint Bookrunners (the "Placing Agreement")
becoming unconditional and not being terminated in accordance with
its terms. Further details of the Placing Agreement can be found in
the terms and conditions of the Placing contained in the Appendix
to this Announcement (which forms part of the Announcement) (the
"Terms and Conditions").
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for the Placing Shares,
investors will be deemed to have read and understood this
Announcement (including the Appendix), in its entirety and to be
making such offer on the terms and subject to the conditions in
this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of
the Placing set out in the Appendix to this Announcement.
For further information, please contact:
Applegreen
Bob Etchingham, CEO +353 (0) 1 512 4800
Niall Dolan, CFO
Shore Capital
Malachy McEntyre +44 (0) 20 7408 4090
Stephane Auton
Patrick Castle
Goodbody
Joe Gill +353 (0) 1 667 0420
Siobhan Wall
Richard Tunney
Drury Porter Novelli:
Paddy Hughes +353 (0) 1 260 5000
About the Company
Established in 1992, Applegreen is a major petrol forecourt
retailer with operations in the Republic of Ireland, the United
Kingdom and the USA. The Company is pursuing a growth strategy
focused on acquiring and developing new sites in each of the three
markets in which it operates. As at 30 June 2017, the business
operated 275 forecourt sites and employed c 4,000 people.
The Company offers a distinctive convenience retail offering in
the forecourt space with three key elements:
-- A "low fuel prices, always" price promise to drive footfall to the stores;
-- A "Better Value Always" tailored retail offer; and
-- A strong food and beverage focus aiming to offer premium
products and service to the customer.
Applegreen has a number of strategic partnerships with
international brands including Burger King, Subway, Costa Coffee,
Greggs, Lavazza, Chopstix, Freshii and 7-Eleven. The business also
has its own food offer through the Bakewell café brand.
Applegreen is the number one Motorway Service Area operator in
the Republic of Ireland.
IMPORTANT NOTICE
This announcement, including the Appendix (together, the
"Announcement"), and the information contained herein is not for
release, publication or distribution, directly or indirectly, in
whole or in part, in or into or from the United States including
its territories and possessions, any state of the United States or
the District of Columbia), Canada, Australia, Japan or the Republic
of South Africa, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction (the "Restricted Jurisdictions"). 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 any
Restricted Jurisdiction 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 under the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in offshore transactions
in compliance with Regulation S under the Securities Act. The
Placing Shares may not be offered, sold, resold, transferred or
delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
relevant state or other jurisdiction of the United States. No
public offering of the Placing Shares is being made in the United
States. Persons receiving this Announcement (including custodians,
nominees and trustees) must not forward, distribute, mail or
otherwise transmit it in or into the United States or use the
United States mails or facilities of interstate commerce, directly
or indirectly, in connection with the Placing. This Announcement
does not constitute or form part of an offer to sell or issue or a
solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Restricted Jurisdictions or any other jurisdiction in which
such offer or solicitation would be unlawful. This Announcement and
the information contained in it is not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, Shore Capital or
Goodbody Stockbrokers or any of their respective directors,
officers, partners, agents, employees or affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area
(other than the United Kingdom) who are "qualified investors", as
defined in article 2.1(e) of the Prospectus Directive (Directive
2003/71/EC), as amended (the "Prospectus Directive"), (B) if in the
United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000, as amended ("FSMA") or (C) persons to whom it may otherwise
lawfully be communicated (each in (A), (B) or (C), a "Relevant
Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus or offering document is required (in accordance
with the Prospectus Directive) to be published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "plans", "projects", "targets", "will" and
words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve known
and unknown risks, assumptions and uncertainties that could cause
the actual results of operations, financial condition, liquidity
and dividend policy and the development of the industries in which
the Company's businesses operate, amongst other things, to differ
materially from the matter expressed or implied by the
forward-looking statements. . Given those risks, assumptions and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements are not guarantees of future performance and speak only
as of the date of such statements and, except as required by the UK
Financial Conduct Authority ("FCA"), the London Stock Exchange, the
Irish Stock Exchange, the Central Bank of Ireland or applicable
law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to the future price at which the Ordinary
Shares may be bought or sold. Persons needing advice should consult
an independent financial adviser. 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.
Shore Capital and Corporate Limited which is authorised and
regulated by the FCA, acts as nominated adviser to the Company for
the purposes of the AIM Rules. Shore Capital Stockbrokers Limited
which is a member of the London Stock Exchange and is authorised
and regulated by the FCA, is acting as joint bookrunner to the
Company for the purpose of the Placing. Shore Capital and Corporate
Limited and Shore Capital Stockbrokers Limited are acting
exclusively for the Company and for 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 clients of Shore
Capital and Corporate Limited and Shore Capital Stockbrokers
Limited or for providing advice in relation to the Placing, or any
other matters referred to in this Announcement.
Goodbody Stockbrokers, which is regulated in Ireland by the
Central Bank of Ireland, acts as ESM adviser to the Company for the
purposes of the ESM Rules, and is also acting as joint bookrunner
to the Company for the purpose of the Placing. Goodbody
Stockbrokers is acting exclusively for the Company and for no one
else in connection with the Placing and will not be responsible to
any other person for providing the protections afforded to clients
of Goodbody Stockbrokers or for providing advice in relation to the
matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore
Capital and Corporate Limited and Shore Capital Stockbrokers
Limited under FSMA or the regulatory regime established thereunder,
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 or on behalf of Shore Capital and
Corporate Limited, Shore Capital Stockbrokers Limited, Goodbody
Stockbrokers or by their respective affiliates, agents, directors,
officers and employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market of that name operated by the LSE, and ESM, a market operated
by the ISE.
The Appendix to this Announcement sets out the Terms and
Conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral (or written) and legally
binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety and to be making
such offer on the terms and subject to the conditions set out in
this Announcement and to be providing the representations,
warranties, undertakings and acknowledgements contained in the
Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been issued by the Company and is the sole
responsibility of the Company. Niall Dolan is the person
responsible in the Company for the release of this
announcement.
This Announcement does not contain a recommendation concerning
the Placing.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE
CAPITAL AND GOODBODY STOCKBROKERS WHO ARE (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED
KINGDOM) WHO ARE "QUALIFIED INVESTORS" FALLING WITHIN THE MEANING
OF ARTICLE 2(1)(E) (AS AMED) OF THE EU PROSPECTUS DIRECTIVE (WHICH
MEANS DIRECTIVE 2003/71/EC (AS AMED) AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); (B) IF IN THE UNITED KINGDOM, TO PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FPO AND WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO
(D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF FSMA; OR (C) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 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. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS
AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN
PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
References in these terms and conditions to Shore Capital refer
to Shore Capital Stockbrokers Limited and/or Shore Capital &
Corporate Limited as the context admits.
The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States. The Placing Shares are
being offered and sold outside the United States in offshore
transactions in compliance with Regulation S under the Securities
Act. The Placing Shares may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with the securities laws of any relevant state or
other jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States. Persons
receiving this Announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it or any part of it in or into the United States or use the United
States mails, directly or indirectly, relating to the Placing.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer or invitation to buy
or subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No copy or part of this
Announcement and the information contained in it may be published
or distributed, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
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 the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of 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 Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
No action has been taken by the Company, Shore Capital or
Goodbody Stockbrokers, or any of their respective directors,
officers, partners, agents, employees or affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company,
Shore Capital and Goodbody Stockbrokers to inform themselves about,
and observe, any such restrictions.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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.
Shore Capital and Corporate Limited, which is authorised and
regulated by the FCA, acts as nominated adviser to the Company for
the purposes of the AIM Rules. Shore Capital Stockbrokers Limited
which is a member of the London Stock Exchange and is authorised
and regulated by the FCA, is acting as joint bookrunner to the
Company. Shore Capital and Corporate Limited and Shore Capital are
acting exclusively for the Company and for 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
clients of Shore Capital or for providing advice in relation to the
Placing, or any other matters referred to in this Announcement.
Goodbody Stockbrokers, which is regulated in Ireland by the
Central Bank of Ireland, acts as the ESM adviser to the Company for
the purposes of the ESM Rules. Goodbody Stockbrokers is acting
exclusively for the Company and for 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 clients of
Goodbody Stockbrokers or for providing advice in relation to the
Placing, or any other matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore
Capital under FSMA or the regulatory regime established thereunder
or in respect of fraudulent misrepresentation, 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 or on behalf of the Shore Capital, Goodbody
Stockbrokers or by their respective affiliates, agents, directors,
officers and employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral or written offer to subscribe for
Placing Shares is deemed to have read and understood this
Announcement in its entirety (including this Appendix) and to have
given the representations, warranties, undertakings, agreements and
acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Capitalised terms in this Appendix have the meanings ascribed to
them in the Definitions section at the end of this Appendix.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the Terms and Conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
particular each such Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or for
an account with respect to which it exercises sole investment
discretion; and
3. if it is in a member state of the EEA and/or 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 any member state of the EEA 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 the Joint Bookrunners
has been given to each such proposed offer or resale.
Neither Joint Bookrunner makes any representation to any Placees
regarding an investment in the Placing Shares.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have entered into a placing agreement (the
"Placing Agreement") with the Company under which they have agreed,
as agents for and on behalf of the Company, to use reasonable
endeavours to procure Placees to take up the Placing Shares on the
terms and subject to the conditions set out in the Placing
Agreement.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing 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 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.
Applications for listing and admission to trading
Applications will be made to London Stock Exchange plc and Irish
Stock Exchange plc for admission to trading of the Placing Shares
on AIM and ESM respectively.
The Admission in respect of the Placing Shares is expected to
become effective on or around 5 October 2017 (or such later date as
the Joint Bookrunners may agree with the Company, not being later
than 8.00 a.m. on 20 October 2017).
Bookbuild
The Bookbuild will open with immediate effect following this
Announcement. 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 Joint 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. Goodbody and Shore Capital are each acting as Joint
Bookrunners and as agents of the Company in connection with the
Placing on the terms and subject to the conditions of the Placing
Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. The Joint Bookrunners and their respective
affiliates are entitled to enter bids as principal in the
Bookbuild.
3. The Bookbuild, if successful, will establish a single price
in each of euro and sterling payable in respect of the Placing
Shares (the "Placing Price") to the Joint Bookrunners as agent for
the Company by all Placees whose bids are successful. The Placing
Price, the number of Placing Shares and the aggregate proceeds to
be raised through the Placing will be agreed between the Joint
Bookrunners and the Company following completion of the Bookbuild.
The Placing Price and the number of Placing Shares to be issued
will be announced on a Regulatory Information Service following the
completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
one of the Joint Bookrunners. Each bid should state the number of
Placing Shares which the prospective Placee wishes to acquire at
the Placing Price ultimately established by the Company and the
Joint Bookrunners or at prices up to a price limit specified in its
bid. Bids may be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 5 below.
5. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined and may
scale down any bids on such basis as they may determine.
6. The Bookbuild is expected to close no later than 5.00 pm
(Dublin time) on 29 September 2017 but may be closed earlier or
later at the discretion of the Joint Bookrunners and the Company.
The Joint Bookrunners may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be confirmed to
Placees orally by either of the Joint Bookrunners following the
close of the Bookbuild, and a trade confirmation will be dispatched
as soon as possible thereafter. The Joint Bookrunners' oral
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of the Joint Bookrunners and the Company, under
which such Placee agrees to acquire the number of Placing Shares
allocated to it and to pay the relevant Placing Price on the Terms
and Conditions set out in this Appendix and in accordance with the
Company's constitution.
8. 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 in each of euro and sterling at which the
Placing Shares have been placed.
9. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
will, in effecting the Placing, agree in consultation with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the Joint
Bookrunners' consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Joint Bookrunners, as agents of the Company, to pay them (or as
they may direct) in cleared funds immediately on the settlement
date, in accordance with the registration and settlement
requirements set out below, an amount in euro or sterling at the
Placee's election equal to the product of the Placing Price (in
euro or sterling as the case may be) and the number of Placing
Shares that such Placee has agreed to acquire and the Company has
agreed to allot. Each Placee's obligations will be owed to the
Company and the Joint Bookrunners.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent
12. 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".
13. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
15. To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company nor any of their respective affiliates,
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, none of the Joint
Bookrunners, the Company or any of their respective affiliates,
directors, officers or employees shall have any responsibility or
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Bookbuild or of such alternative method of effecting the
Placing as the Joint Bookrunners, their respective affiliates 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. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on, inter alia:
1. Admission of the Placing Shares occurring at or before 8.00am Dublin time on 6 October 2017;
2. the representations, warranties and agreements contained in
the Placing Agreement being true, accurate and not misleading at
all times prior to Admission by reference to the facts and
circumstances from time to time subsisting;
3. the Company having complied with all of its obligations under
the Placing Agreement which fall to be performed on or before
Admission;
4. the Company and the Joint Bookrunners agreeing the final
number of Placing Shares and the Placing Price and executing a term
sheet setting out the final number of Placing Shares and the final
Placing Price following completion of the Bookbuild ("Terms of
Subscription") no later than 5.00 pm (Dublin time) on the business
day following date of this Announcement (or such later time and/or
date as may be agreed in writing between the Joint Bookrunners and
the Company. So long as it does not exceed the limits in the
Company's existing shareholder authorities, the Company and Joint
Bookrunners may, by agreement, increase or reduce the number of
Placing Shares to be issued under the Placing;
5. the publication of the results of the Placing on a Regulatory
Information Service immediately following the execution of the
Terms of Subscription (or such later time and/or date as may be
agreed in writing between the Joint Bookrunners and the Company);
and
6. the Company allotting and issuing, conditional only upon
Admission, the Placing Shares in accordance with the Placing
Agreement.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not satisfied in all respects
or (where applicable) waived by the Joint Bookrunners by the
respective time or date where specified (or such later time or date
as the Joint Bookrunners in their absolute discretion may agree but
in any event not later than 5.00 pm (Dublin time) on 20 October
2017); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Joint Bookrunners may, in their absolute discretion and upon
such terms as they think fit, waive compliance by the Company with
the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement or extend the
time for satisfaction of any such conditions, save that the above
conditions relating to Admission taking place, the Terms of
Subscription being executed and the Company allotting and issuing
the Placing Shares may not be waived. Any such waiver or extension
will not affect Placees' commitments as set out in this
Announcement.
None of the Joint Bookrunners or the Company or any of their
respective affiliates, directors, officers, employees or agents
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction
of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners.
Right to terminate under the Placing Agreement
Each of the Joint Bookrunners may, in its sole and absolute
discretion acting in good faith and, to the extent permitted by law
or regulation, after consultation with the Company to the extent
considered practicable by the Joint Bookrunners in the
circumstances, 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, amongst other
things:
1. any statement contained in the Placing Documents has become
or been discovered to be untrue or incorrect in any material
respect or misleading or any event, fact, circumstance or matter
has arisen or occurred which, if such Placing Document were to be
issued at that time, would constitute an omission from it or would
otherwise render it untrue or incorrect in any material respect or
misleading; or
2. there has been a breach of any of the Warranties,
representations, warranties, undertakings or any other obligations
of the parties hereto (other than the Joint Bookrunners) under this
Agreement; or
3. there shall have been, happened, occurred or come into effect
any event or omission or act of terrorism, outbreak of hostilities
and/or any change in national or international financial, monetary,
economic, fiscal, political or market conditions (including
fluctuation in exchange rates) and/or in the financial position or
prospects of the Group (taken as a whole) or any other event or
omission that, in each such case, the Joint Bookrunners (or either
of them) in their absolute discretion but acting in good faith
believe is or will or may be materially prejudicial to the
financial or trading position or prospects of the Group and/or
materially prejudicial to the successful outcome of the Placing and
Admission and/or makes it impractical or inadvisable to proceeds
with the Placing and Admission .
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 Joint Bookrunners shall have no
responsibility or liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the Central Bank of Ireland (or other authority)
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement and subject to the further terms set
forth in the trade confirmation to be provided to individual
prospective Placees. Each Placee, by accepting a participation in
the Placing, agrees that the content of this Announcement
(including this Appendix) is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company or either of the Joint Bookrunners or
any other person and none of the Company or either of the Joint
Bookrunners or any of their respective affiliates 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 or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and Settlement
Following close of the Bookbuild, each Placee allocated Placing
Shares in the Placing, will be sent a trade confirmation / contract
note which will confirm the number of Placing Shares allocated to
it, the Placing Price (in euro or sterling as elected by the
Placee) and the aggregate amount owed by them to the Joint
Bookrunners. 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 which they have in place with the Joint
Bookrunners or otherwise as the Joint Bookrunners may direct.
Payment in full for any Placing Shares so allocated at the Placing
Price must be made by no later than 2:30 pm (Dublin time) on 5
October 2017 (or such other time and/or date at the Joint
Bookrunners notify to each Placee).
Each Placee may elect to pay the Placing Price in euro or
sterling and having made such election, no objection or claim may
be made by a Placee that he has suffered a loss or other
disadvantage by not electing to pay in the other currency.
Settlement of transactions in the Placing Shares (ISIN:
IE00BXC8D038, Irish SEDOL: BXC8D03 and UK SEDOL BYZG2B5) following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"). Settlement through
CREST will be on a T+3 basis unless otherwise notified by the Joint
Bookrunners and is expected to occur on 5 October 2017 (the
"Settlement Date"). Settlement will be on a delivery versus payment
basis in accordance with the instructions set out in the trade
confirmation. However, in the event of any difficulties or delays
in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and the Joint Bookrunners
may agree that the Placing Shares should be issued in certificated
form. The Joint Bookrunners and the Company reserve the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and
to the extent that such Placee then has any interest in or rights
in respect of any Placing Shares; (iii) the Joint Bookrunners may
sell any or all of the Placing Shares allocated to it on such
Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. Placees 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 the Placee's behalf
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, 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 or
Irish stamp duty or UK 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 acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each of the Joint Bookrunners (in its capacity as Bookrunner
and agent of the Company) and the Company, in each case as a
fundamental term of its application for Placing Shares, the
following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is upon and subject to the constitution
of the Company and is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Placing, the Company, the Placing Shares, the Joint
Bookrunners or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Directive, and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM and the ESM market of the Irish Stock Exchange and the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, the ESM
Rules and the EU Market Abuse Regulation (2014/596/EU) ("MAR")
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is
able to obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
4. that none of the Joint Bookrunners, the Company, any of their
respective affiliates or any person acting on behalf of any of them
has provided, and none of them will provide, it with any material
or information regarding the Placing Shares, the Placing or the
Company or any other person other than this Announcement, nor has
it requested either of the Joint Bookrunners, 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;
5. unless otherwise specifically agreed with the Joint
Bookrunners, 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 a Restricted Jurisdiction or any other
jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States, or any other Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into any Restricted Jurisdiction or in any
country or jurisdiction where any such action for that purpose is
required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners, any of their respective affiliates, directors,
officers, employees or agents, or any person acting on behalf of
any of them 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, including, without
limitation, any Exchange Information, 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, any information previously published by or on behalf
of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any 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 investigations,
representations, warranties or statements made by either of the
Joint Bookrunners, the Company, any of their respective affiliates
or any person acting on behalf of any of them (including in any
research report prepared by any of them) and none of the foregoing
persons will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any such other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and that neither
the Joint Bookrunners nor any of their respective affiliates have
made any representations to it, express or implied, with respect to
the Company, the Placing and the Placing Shares or the truth,
accuracy, completeness or adequacy of the Exchange Information, ,
any publicly available information about the Company or any other
information that has otherwise been made available to Placees
concerning the Company, whether at the date of publication, the
date of this Announcement or otherwise, and each of them expressly
disclaims any liability in respect thereof. Nothing in this
paragraph or otherwise in this Announcement excludes the liability
of any person for fraudulent misrepresentation made by that
person;
7. that the allocation, allotment, issue and delivery 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 of the United Kingdom
(depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability 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;
8. acknowledges that no action has been or will be taken by the
Company, the Joint Bookrunners or any person acting on behalf of
the Company or the Joint Bookrunners 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;
9. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or
any of their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
10. that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
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 that it will honour all such obligations;
11. that it has complied with its obligations under the Criminal
Justice Act 1993 (as amended), section118 FSMA, the EU Market Abuse
Regulation and the Rules issues by the Irish Central Bank of
Ireland, and in connection with money laundering and terrorist
financing under the Criminal Justice (Money Laundering and
Terrorist Financing) Acts 2010 and 2014 of Ireland, the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 (as amended), the Money Laundering
Regulations 2007 (as amended) (the "Regulations") and the Money
Laundering Sourcebook of the FCA or other applicable laws, rules
and regulations 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. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners has not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
12. 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, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Joint Bookrunners and the Company 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);
13. that it:
a. (i) is not within the United States and will not be within
the United States at the time that any buy order for Placing Shares
is originated by it; (ii) is acquiring the Placing Shares in an
"offshore transaction" as defined in Regulation S under the
Securities Act; and (iii) is not acquiring any of the Placing
Shares as a result of any form of "directed selling efforts"
(within the meaning of Regulation S under the Securities Act);
or
b. is a "qualified institutional buyer" ("QIB") as defined in
Rule 144A under the Securities Act that has signed and returned to
the Joint Bookrunners or their respective affiliates a US investor
letter in the form provided to it;
14. that it is not within a Restricted Jurisdiction or any other
jurisdiction in which it is unlawful to make or accept an offer to
subscribe for the Placing Shares, and it will not offer or sell
such Placing Shares into any such jurisdiction;
15. if in a Member State of the EEA, that it is a "Qualified
Investor" within the meaning of Article 2(1)(e) of the Prospectus
Directive;
16. 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 professional" 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 and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
17. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
18. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
19. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Directive, that the Placing
Shares subscribed for 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 EEA other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the proposed offer or resale;
21. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to
Qualified Investors 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 FSMA;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive except in circumstances which
do not result in any requirement for the publication of a
prospectus pursuant to Article 3 of the Prospectus Directive;
23. 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 FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
24. that it has complied and will comply with all applicable
laws (including all relevant provisions of FSMA) with respect to
anything done by it in relation to the Placing Shares in respect of
anything done in, from or otherwise involving, the United
Kingdom;
25. that if it has received any inside information about the
Company in advance of the Placing, it has received such information
within the market soundings regime provided for in article 11 of
MAR and associated delegated regulations/legislation and has not:
(a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
26. 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 Joint Bookrunners, any of their
respective affiliates or any person acting on behalf of any of them
being in breach of the legal and/or regulatory requirements and/or
any anti money laundering requirements of any territory in
connection with the Placing and (iv) that the subscription for and
purchase of 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;
27. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Joint Bookrunners, acting as agent for the Company, may in their
absolute discretion determine and without liability to such Placee.
It will, however, 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 (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;
28. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to subscribe for, and that the Joint
Bookrunners or 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;
29. the Placing does not constitute a recommendation or
financial product advice and neither Joint Bookrunner has had
regard to its particular objectives, financial situation and
needs;
30. that none of the Joint Bookrunners, any of their respective
affiliates or any person acting on behalf of any of them, is making
any recommendations to it, or 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 the Joint Bookrunners
and that the Joint Bookrunners do not have any duties or
responsibilities to it for providing the protections afforded to
its 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 the Joint Bookrunners rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right or, without
limitation, to increase the number of Placing Shares under the
Placing;
31. that none of the Company nor any of the Joint Bookrunners
has any duty or responsibility to any Placee with respect to the
Placee's election to pay the Placing Price in euro or sterling;
32. 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 the Joint Bookrunners or the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest or penalties) resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify the Joint Bookrunners, the Company and
any of their respective affiliates in respect of the same on an
after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of the Joint Bookrunners who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
33. 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
such agreements, shall be governed by and construed in accordance
with the laws of Ireland 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 Irish 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 Joint Bookrunners or the Company 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. that each of the Joint Bookrunners, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each Bookrunner on its own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises each of
the Joint Bookrunners 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;
35. that it will indemnify on an after-tax basis and hold each
of the Joint Bookrunners, the Company, their affiliates and any
person acting on behalf of any of them 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;
36. acknowledges that it irrevocably appoints any director of
either of the Joint 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;
37. that it acknowledges that its commitment to subscribe for
Placing Shares on the terms set out herein and in the trade
confirmation will continue notwithstanding any amendment that may
in future be made to the Terms and Conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Joint Bookrunners conduct of the Placing;
38. that in making any decision to subscribe for the Placing
Shares (i) it has sufficient knowledge, sophistication and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for or purchasing the Placing Shares; (ii) it is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of participating in, 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, including the markets
in which the Company operates, and the terms of the Placing,
including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners; (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) it will not
look to the Company, the Joint Bookrunners, any of their respective
affiliates or any person acting on their behalf for
all or part of any such loss or losses it or they may
suffer;
39. that in connection with the Placing, the Joint Bookrunners
and any of their respective affiliates acting as an investor for
its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such
shares in the Company 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 the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition the Joint Bookrunners may enter into
financing arrangements and swaps with investors in connection with
which the Joint Bookrunners may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. Neither of the Joint Bookrunners or any of their respective
affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
40. that if it is in Australia, it is either a "professional
investor" or "sophisticated investor" (as those terms are used in
section 708(11) and section 708(8) respectively of the Corporations
Act 2001 (Cth) ("Corporations Act")) and is also, in each case, a
"wholesale client" (as defined in section 761A of the Corporations
Act); and
41. that the on-sale of Placing Shares in Australia within 12
months of issue may be restricted by section 707 of the
Corporations Act and that it will conduct any on-sales of the
Placing Shares within that period in accordance with the provisions
of the Corporations Act such that disclosure within the meaning of
Chapter 6D of the Corporations Act is not required.
Additional acknowledgement from investors located in the United
States
42. In addition to the foregoing, by participating in the
Placing, each Placee (and any person acting on such Placee's
behalf) who is located in the United States subscribing for Placing
Shares being offered under a relevant exemption from the
registration requirements of the Securities Act acknowledges that
no representation has been made to it with respect to whether the
Company is a "passive foreign investment company" ("PFIC") within
the meaning of Section 1297 of the U.S. Internal Revenue Code of
1986, as amended, and that the Company may have been a PFIC for US
federal income tax purposes for previous fiscal years, may be a
PFIC for its current fiscal year, and may become or continue to be
a PFIC in future fiscal years. If the Company was, is or becomes a
PFIC, then US investors subject to US federal income tax may be
subject to adverse US tax consequences in respect of their
investment in the Company's Ordinary Shares. Relevant Placees agree
that they will seek their own independent specialist advice with
respect to the US tax consequences of their interest in Ordinary
Shares, including whether they may be able to mitigate these
adverse US tax consequences by making certain elections for US tax
purposes;
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company and the Joint Bookrunners (for their own
benefit and, where relevant, the benefit of their respective
officers and affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that the neither the Company nor either of the
Joint Bookrunners owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty in Ireland and free of stamp duty and
stamp duty reserve tax in the United Kingdom 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, and is based on a warranty from
each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Joint Bookrunners nor the Company is liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes (transfer taxes) that arise on a sale of Placing Shares if
there are any such arrangements, or any arrangements that arise
subsequent to their acquisition by Placees or for transfer taxes
arising otherwise than under the laws of Ireland or the United
Kingdom. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold the Joint
Bookrunners and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to transfer taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Joint Bookrunners or any of their
respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Joint Bookrunners is
receiving a fee in connection with its role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with the Joint Bookrunners on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under FSMA or the Central Bank of Ireland. 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 the Joint Bookrunner's money in
accordance with the client money rules and will be used by the
Joint Bookrunners in the course of its own business; and the Placee
will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in their absolute discretion).
The Joint Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
a) if he is an individual, his nationality; or
b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOESEUFIAFWSEEU
(END) Dow Jones Newswires
September 28, 2017 11:35 ET (15:35 GMT)
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