TIDMBRK
RNS Number : 2939U
Brooks Macdonald Group PLC
22 November 2019
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,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION
596/2014 ("MAR").
22 November 2019
Brooks Macdonald Group PLC
Proposed placing to raise approximately GBP30 million
Brooks Macdonald Group plc ("Brooks Macdonald", the "Group" or
the "Company") today announces its intention to conduct a placing
(the "Placing") of new ordinary shares in the capital of the
Company representing approximately 12.1% of the Company's existing
issued ordinary share capital (the "Placing Shares") to
institutional investors at a placing price of 1775p per Placing
Share to raise gross proceeds of approximately GBP30m.
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement, through an
accelerated bookbuild process (the "Bookbuild") which will be
launched immediately following release of this placing announcement
(the "Announcement"). Peel Hunt LLP ("Peel Hunt") is acting as Sole
Bookrunner in connection with the Placing.
The Company has separately announced today that it has reached
an agreement to acquire 100% of the issued share capital of
Cornelian Asset Managers Group Limited ("Cornelian", "CAM")
(together, the "Acquisition" or the "Transaction"). Cornelian is an
independent, well-established and profitable wealth management
business, based in Edinburgh. It has 39 employees, including 12
investment professionals, and c.GBP1.4 billion Funds under
Management as at 30 September 2019.
The total net consideration is expected to be up to GBP39m, with
initial consideration being GBP31m, of which GBP22m will be paid in
cash and GBP9m in Brooks Macdonald shares. A further contingent
cash consideration of up to GBP8m is payable depending upon
Cornelian meeting certain pre-agreed performance targets relating
to the retention and growth of client assets as well as the
realisation of cost synergies. Completion is expected to take place
in the first quarter of 2020 subject to regulatory approval.
The net proceeds of the Placing will be used to fund the cash
element of the consideration for the Acquisition.
Caroline Connellan, Chief Executive of Brooks Macdonald,
commented:
"Cornelian Asset Managers is an excellent cultural fit with
Brooks Macdonald and this acquisition delivers on our strategy of
focusing on sustainable value-enhancing growth. We welcome
Cornelian's clients and the intermediaries they work with, and look
forward to delivering to all shareholders the benefits of this
attractive opportunity."
Details of the Placing
The Bookbuild will open with immediate effect following release
of this Announcement, and is expected to close no later than 4.30
pm on the date of this Announcement. However, the final number of
Placing Shares, the timing of the closing of the Bookbuild and
allocations are at the discretion of Peel Hunt.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
The Placing is also subject to the conditions and termination
rights set out in the placing agreement between the Company and
Peel Hunt (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 does not require any further Shareholder approval.
An application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM, it is expected
that such admission will become effective on 27 November 2019.
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 acquire
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 and acknowledgements contained in the Appendix. In
particular, investors should read and understand the information
provided in the 'Important Information' section of this
Announcement.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Robert King, company secretary. In
addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this Announcement.
Therefore those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
Enquiries to:
Brooks Macdonald Group plc www.brooksmacdonald.com
Caroline Connellan, Chief Executive 020 7499 6424
Ben Thorpe, Group Finance Director
Rothschild & Co (Financial Adviser to Brooks
Macdonald)
Edward Griffin / Alice Squires 020 7280 5000
Peel Hunt LLP (Nominated Adviser and Corporate
Broker to Brooks Macdonald)
Guy Wiehahn / John Welch 020 7418 8900
MHP Communications
Reg Hoare / Simon Hockridge / Charlie Barker 020 3128 8734
Notes to editors
Brooks Macdonald Group plc, through its various subsidiaries,
provides leading investment management services in the UK and
internationally. The Group, which was founded in 1991 and began
trading on AIM in 2005, had Discretionary Funds under Management of
GBP13.3 billion as at 30 September 2019.
Brooks Macdonald offers a range of investment management
services to private high net worth individuals, pension funds,
institutions, charities and trusts. The Group also provides
financial planning as well as offshore investment management and
acts as fund manager to a regulated OEIC providing a range of
risk-managed multi-asset funds and a specialised absolute return
fund.
The Group has thirteen offices across the UK and the Channel
Islands including London, East Anglia, Hampshire, Leamington Spa,
Leeds, Manchester, Taunton, Tunbridge Wells, Wales, Scotland,
Jersey, and Guernsey.
LEI: 213800WRDF8LB8MIEX37
Important notes
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. 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 any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of 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 securities laws of such
jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. There will be no public offering
of any securities referred to herein in the United States or
elsewhere.
All offers of Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation (EU) 2017/1129, as
amended from time to time (the "Prospectus Regulation") from the
requirement to produce a prospectus. 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) to be published. Persons needing advice
should consult an independent financial adviser.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the European Economic Area
who are qualified investors within the meaning of Article 2(E) of
the Prospectus Regulation ("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 "investments professional" 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 must not be acted on or relied on by persons who
are not Relevant Persons.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for the Company and no-one else in connection with the transactions
and arrangements described in this Announcement and will not regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to the transactions and arrangements
described in this Announcement. Neither Peel Hunt LLP nor its
subsidiary undertakings, or any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents, are responsible to anyone other than the Company for
providing the protections afforded to clients of Peel Hunt LLP or
for providing advice in connection with the contents of this
Announcement or for any other matters referred to herein.
N. M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company
and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described
in this Announcement. Rothschild & Co will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Rothschild & Co or for providing advice
in connection with the contents of this Announcement or for any
other matters referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
The information contained in this Announcement is subject to
change without notice and except as required by applicable law or
regulation (including to meet the requirements of the AIM Rules,
MAR, the Prospectus Regulation Rules and/or the Financial Services
and Markets Act 2000), the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to
any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based. Statements contained in this
Announcement regarding past trends or activities should not be
taken as representation that such trends or activities will
continue in the future. 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 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 years would necessarily match or exceed the
historical published earnings per share of the Company.
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 the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Peel Hunt has only procured 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO
AN EXEMPTION UNDER REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION") FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR
OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION ("QUALIFIED INVESTORS"); (B) PERSONS IN THE UNITED
KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
(THE "ORDER") OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER; AND (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY
BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THIS 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, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
This Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to acquire any Placing Shares in any jurisdiction in which
any such offer or solicitation would be unlawful.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of FSMA does not apply.
The Placing Shares referred to in this Announcement 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, and
may not be offered, sold or transferred in, into or within the
United States except pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
jurisdiction of the United States.
The distribution of this Announcement and the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunner or any of their respective affiliates that would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunner
to inform themselves about and to observe any such
restrictions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuild (as defined below) and the
Placing, Placees will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
for and acquiring Placing Shares on the terms and conditions
contained in this Appendix and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix. In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges (amongst
other things), that:
1. it is a Relevant Person 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; and
2. in the case of a Relevant Person in a member state of the EEA
who acquires any Placing Shares pursuant to the Placing:
(A) it is a Qualified Investor; and
(B) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation,
(1) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any member state of the EEA
other than Qualified Investors or in circumstances in which the
prior consent of the Bookrunner has been given to the offer or
resale; or
(2) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons; and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
and
4. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is either (i) outside
the United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act or (ii) a "qualified institutional buyer"
as defined in Rule 144A under the Securities Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement, the announcement of the
results of the Placing through a Regulatory Information Service
(the "Placing Results Announcement") and any information publicly
announced through a Regulatory Information Service by or on behalf
of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the contract note or trade confirmation sent to
individual placees. Each Placee, by participating in the Placing,
agrees that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of the
Bookrunner or the Company other than the Publicly Available
Information and none of the Bookrunner, the Company nor any person
acting on such person's behalf nor any of their affiliates has or
shall have any liability for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Company and the Bookrunner have entered into the Placing
Agreement under which the Bookrunner has undertaken, on the terms
and, subject to the conditions set out in the Placing Agreement, to
use reasonable endeavours to procure Placees for the Placing Shares
at the Placing Price. The Placing Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing ordinary shares in the capital of the Company
("Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
The issue of the Placing Shares is to be effected by way of a
cash box placing. The Company will allot the Placing Shares to
Placees in consideration for the transfer to the Company by the
Bookrunner of certain shares in a Jersey incorporated subsidiary of
the Company, certain of which shares in the Jersey company the
Bookrunner shall be obliged to subscribe for using the proceeds of
the Placing (net of any agreed commission and expenses).
Lock-up
As part of the Placing, the Company has agreed that it will not
issue or sell any Ordinary Shares for a period of 120 days after
Admission without the prior written consent of the Bookrunner. This
agreement is subject to certain customary exceptions.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on AIM ("Admission"). It
is expected that Admission will take place on or before 8.00 a.m.
(London time) on 27 November 2019 and that dealings in the Placing
Shares will commence at the same time.
Bookbuild
The Bookrunner will today commence an accelerated bookbuilding
process (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 Bookrunner and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may
agree between them.
Principal terms of the Bookbuild and Placing
1. Peel Hunt is acting as sole bookrunner to the Placing, as agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Bookrunner to
participate. The Bookrunner and its affiliates are entitled to
enter bids in the Bookbuild.
3. The Bookbuild, if successful, will establish a single price
per Placing Share payable to the Bookrunner by all Placees whose
bids are successful (the "Placing Price"). The final number of
Placing Shares and the Placing Price will be agreed between the
Bookrunner and the Company following completion of the Bookbuild.
The results of the Placing will be announced through the Placing
Results Announcement following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at the Bookrunner. Each
bid should state the number of Placing Shares which a prospective
Placee wishes to acquire at either the Placing Price which is
ultimately established by the Company and the Bookrunner or at
prices up to a price limit specified in its bid. Bids may be scaled
down by the Bookrunner on the basis referred to in paragraph 8
below. The Bookrunner is arranging the Placing as agent of the
Company.
5. The Bookbuild is expected to close no later than 4.30 p.m.
(London time) on 22 November 2019 but may be closed earlier or
later at the discretion of the Bookrunner. The Bookrunner may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right to reduce the
amount to be raised pursuant to the Placing, in its sole
discretion.
6. Each prospective Placee's allocation will be agreed between
the Bookrunner (after consultation with the Company) and will be
confirmed orally by the Bookrunner as soon as practicable following
the close of the Bookbuild. The Bookrunner's oral confirmation of
an allocation will give rise to a legally binding commitment by the
Placee concerned (who will at that point become a Placee), in
favour of the Bookrunner and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it on the terms
and subject to the conditions set out in this Appendix and the
Company's articles of association.
7. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by the Bookrunner. The terms of this Appendix will be deemed
incorporated therein.
8. The Bookrunner may choose to accept bids, either in whole or
in part, on the basis of allocations determined at their discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as they may determine or be
directed. The Bookrunner may also (having consulted with the
Company), notwithstanding paragraphs 5 and 6 above, (a) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time and (b) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time.
9. 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
Bookrunner's and the Company's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner, to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner 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(s)
pursuant to the Placing is/are 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'.
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
'Conditions of the Placing' and to the Placing not being terminated
on the basis referred to below under 'Termination of the
Placing'.
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, none of the
Bookrunner, any of its affiliates or any of its or its affiliates'
agents, directors, officers or employees, respectively, shall have
any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the
Bookrunner, any of its affiliates or any of its or its affiliates'
agents, directors, officers or employees shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
to Placees (or to any person whether acting on behalf of a Placee
or otherwise) in respect of the Bookrunner's conduct of the
Bookbuild or of such alternative method of effecting the Placing as
the Bookrunner and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing, they
will be sent a contract note or trade confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to the Bookrunner. Each
Placee will be deemed to agree 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 Bookrunner or otherwise as the
Bookrunner may direct.
Settlement of transactions in the Placing Shares (ISIN:
GB00B067N833) following Admission will take place within the CREST
system. Settlement through CREST will be on a T+3 basis unless
otherwise notified by the Bookrunner and is expected to occur on 27
November 2019 (the "Settlement Date"). Settlement will be on a
delivery versus payment basis. 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 Bookrunner may agree that the Placing Shares should be
issued in certificated form. The Bookrunner reserves the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as its deems
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 two (2) percentage points above prevailing LIBOR as
determined by the Bookrunner.
If Placees do not comply with their obligations the Bookrunner
may sell any or all of their Placing Shares on their behalf and
retain from the proceeds, for the Company's account and benefit an
amount equal to the Placing Price of each share sold plus any
interest due. Placees will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or trade confirmation is copied and
delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
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 obligations of the Bookrunner under the Placing Agreement
are, and the Placing is, conditional on, among other things:
(A) the Company and the Bookrunner having executed by no later
than 5.00 p.m. (London time) today the terms of sale setting out
the final number of Placing Shares and the Placing Price;
(B) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(C) the sale and purchase agreement entered into by the Company
and the sellers to effect the Acquisition (the "Sale and Purchase
Agreement") has not been terminated or rescinded, and no event
having arisen prior to Admission giving the Company or the sellers
a right to terminate the Sale and Purchase Agreement; and
(D) Admission having occurred by 8.00 a.m. (London time) on 27
November 2019 (or such later date as the Bookrunner and the Company
may agree, being not later than 8.00 a.m. on 11 December 2019).
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived to the extent permitted by
law or regulations in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the
Company and the Bookrunner may agree), or the Placing Agreement is
terminated in accordance with its terms (as to which, see the
'Termination of the Placing' section below), the Placing will lapse
and the Placee's rights and obligations shall cease and terminate
at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee
is acting) in respect thereof.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under 'Termination of the
Placing' below and will not be capable of rescission or termination
by it.
The Bookrunner may, at its absolute discretion and upon such
terms as it thinks appropriate, waive fulfilment of certain of the
conditions in the Placing Agreement capable of wavier in whole or
in part (to the extent permitted by law or regulation) or extend
the time provided for fulfilment of any such conditions in respect
of all or any part of the performance thereof. Any such extension
or waiver will not affect Placees' commitments as set out in this
Appendix.
None of the Bookrunner, any of its affiliates or any of its or
their affiliates' agents, directors, officers or employees,
respectively, nor the Company 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 any of them 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
any of them 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 Bookrunner and the Company.
Termination of the Placing
The Bookrunner is entitled, at any time prior to Admission, to
terminate its obligations under the Placing Agreement in accordance
with its terms by giving notice (in writing or orally) in certain
circumstances, including, among other things:
(A) a breach of any of the warranties given by the Company to
the Bookrunner in the Placing Agreement (save where, in the opinion
of the Bookrunner (acting in good faith), such breach is not
material in the context of the Placing, the marketing and
distribution of the Placing Shares, or Admission);
(B) the occurrence of a material adverse change in the Company's
business or in its financial or trading position; or
(C) the occurrence of a force majeure event.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Bookbuild, each Placee agrees with the
Company and the Bookrunner that the exercise by the Company or the
Bookrunner of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Bookrunner (as the case may be)
and that neither the Company nor the Bookrunner need make any
reference to such Placee and that none of the Company, the
Bookrunner, their respective affiliates or their or their
respective affiliates' agents, directors, officers or employees,
respectively, shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
confirmation by the Bookrunner following the close of the
Bookbuild.
Representations, warranties and further terms
By submitting a bid and/or participating in the Bookbuild, each
prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, acknowledges, undertakes and agrees (as the
case may be) with the Company and the Bookrunner (for itself and
for any such prospective Placee), in each case as a fundamental
term of its application for Placing Shares, that:
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained in this Appendix 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 or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2. it acknowledges that no prospectus or other offering document
has been or will be prepared in connection with the Placing;
3. the Company's Ordinary Shares are admitted to trading on AIM,
and that the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
for Companies and under the Market Abuse Regulation (EU) No.
596/2014 ("MAR") and that it is able to obtain access to such
information or comparable information concerning any other publicly
traded company, without undue difficulty;
4. none of the Bookrunner, the Company or any of their
respective affiliates, or their or their respective affiliates'
agents, directors, officers or employees, respectively, nor any
person acting on behalf of any of them has provided, and will not
provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in this
Announcement (including this Appendix) or any other Publicly
Available Information nor has it requested the Bookrunner, the
Company, any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
5. none of the Bookrunner, any person acting on its behalf, any
of its affiliates, or its or their respective affiliates, agents,
directors, officers or employees, respectively, has or shall have
any liability for this Announcement, or any other Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6. the content of this Announcement (including this Appendix)
and the Publicly Available Information has been prepared by and is
exclusively the responsibility of the Company and that none of the
Bookrunner, any of its affiliates or any persons acting on its or
their behalf is responsible for or has or shall have any liability
for any information or representation, warranty or statement
relating to the Company contained in this Announcement, or any
other Publicly Available Information, nor will they be liable for
any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, any other Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of
any person for fraudulent misrepresentation;
7. it and/or each person on whose behalf it is participating is
not, and at the time the Placing Shares are acquired will not be, a
resident of Australia, Canada, Japan, New Zealand, the Republic of
South Africa or the United States;
8. the Placing Shares have not been and will not be registered
or otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or in any country or jurisdiction where any action for
that purpose is required;
9. the Placing Shares are being offered and sold on behalf of
the Company in offshore transactions (as defined in Regulation S
under the Securities Act); it and the prospective beneficial owner
of the Placing Shares is, and at the time the Placing Shares are
acquired will be, outside the United States and acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act; and the
Placing Shares were not offered to it by means of any "directed
selling efforts" as defined in Regulation S;
10. it has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and the
risks of an investment in the Placing Shares, will not look to the
Bookrunner 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; and it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account.
11. the only information on which it is entitled to rely and on
which it has relied in committing to acquire the Placing Shares is
contained in this Announcement, the Publicly Available Information,
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has
made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on Publicly Available Information, (ii)
the Bookrunner and the Company (or any of their respective
affiliates) have not made any representation to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information, (iii) it has conducted its own investigation
of the Company, the Placing and the Placing Shares, satisfied
itself that the information is still current and relied on that
investigation for the purposes of its decision to participate in
the Placing and (iv) it has not relied on any investigation that
the Bookrunner or any person acting on its behalf may have
conducted with respect to the Company, the Placing or the
Shares;
12. it and/or each person on whose behalf it is participating:
(i) is entitled to acquire 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 acquirer of 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) to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto;
13. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational 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;
14. none of the Bookrunner, its affiliates or any person acting
on behalf of any of them is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client
of the Bookrunner and that the Bookrunner has no 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 of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
15. it will make payment to the Bookrunner (as the Bookrunner
may direct) for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times
and dates set out in this Announcement, failing which the relevant
Placing Shares may be placed with others on such terms as the
Bookrunner may agree with the Company without liability to the
Placee and it 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;
16. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that it may be called upon to acquire a
lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
17. no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the
Bookrunner that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
18. the person who it specifies for registration as holder of
the Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be. The Bookrunner and the Company will not
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
It agrees to acquire Placing Shares pursuant to the Placing on the
basis that the Placing Shares will be allotted to a CREST stock
account of the Bookrunner who will hold them as nominee directly or
indirectly on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
19. 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 stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
20. it and any person acting on its behalf falls within Article
19(5) and/or 49(2) of the Order, as amended, and 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;
21. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission
except to persons whose ordinary activities involve them in
acquiring, subscribing for, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
22. if within the EEA, it is a Qualified Investor as defined in
section 86(7) of FSMA, being a person falling within Article 2(E)
of the Prospectus Regulation;
23. it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
24. it has complied, and it will comply, with all applicable
laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions
of FSMA and the FS Act in respect of anything done in, from or
otherwise involving the United Kingdom);
25. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the 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 a member state
of the EEA other than Qualified Investors, or in circumstances in
which the express prior written consent of the Bookrunner has been
given to the offer or resale.
26. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to
persons whose ordinary activities involve them in acquiring,
subscribing for, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in any member state of the EEA;
27. if it has received any inside information (as defined in
MAR) about the Company in advance of the Placing, it 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;
28. none of the Bookrunner, the Company, any of their respective
affiliates, or their respective affiliates' agents, directors,
officers or employees, respectively or any person acting on behalf
of such persons is making any recommendation to it, advising it
regarding the suitability of any transaction it may enter into in
connection with the Placing nor providing advice in relation to the
Placing nor in respect of any representation, warranty,
acknowledgement, agreement, undertaking or indemnity contained in
the Placing Agreement nor the exercise or performance of the
Bookrunner's rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
29. acknowledges and accepts that the Bookrunner may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for its own account and, except as required by
applicable law or regulation, the Bookrunner will not make any
public disclosure in relation to such transactions;
30. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (together the
"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;
31. its commitment to acquire Placing Shares on the terms set
out in this Announcement 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 Bookrunner's conduct of the Placing;
32. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that 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. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
33. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
34. time is of the essence as regards its obligations under this Appendix;
35. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bookrunner;
36. the Placing Shares will be issued subject to the terms and
conditions set out in this Appendix; and
37. this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to acquire shares pursuant to the Bookbuild and/or the
Placing will be governed by English law and the English courts
shall have exclusive jurisdiction in relation thereto except that
proceedings may be taken by the Company or the Bookrunner 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Bookrunner and each of their respective affiliates and
each of their and their respective affiliates' agents, directors,
officers and employees, respectively, 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 given by the Placee in this Appendix and further
agrees that the provisions of this Appendix shall survive after
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, directly by the Company. Such agreement
assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there were
any such arrangements, or the settlement related to other dealings
in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Bookrunner would be
responsible. If this is the case, it would be sensible for Placees
to take their own advice and they should notify the Bookrunner
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
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-UK stamp, registration, documentary,
transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable),
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Bookrunner in the event that either
the Company and/or the Bookrunner have incurred any such liability
to such taxes or duties.
The Company, the Bookrunner and others will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements, undertakings and agreements contained in this
Appendix, which are given to the Bookrunner on its own behalf and
on behalf of the Company and are irrevocable.
The Bookrunner is acting exclusively for the Company and no one
else in connection with the Bookbuild and the Placing and will not
regard any other person (whether or not a recipient of this
document) as a client in relation to the Bookbuild or the Placing
and will not be responsible to anyone (including Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuild or the
Placing or other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements or agreements or
indemnities in the Placing Agreement. Each Placee and any person
acting on behalf of the Placee acknowledges and agrees that the
Bookrunner may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any connected
or associated person to do so.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. The Bookrunner will notify Placees and any persons
acting on behalf of the Placees of any changes.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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