TIDMGWI
RNS Number : 3635P
Globalworth Real Estate Inv Ltd
10 October 2019
10 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION
OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES, IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY
PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR
BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT
DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE A RECOMMATION REGARDING ANY SECURITIES.
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this information is considered to be in the public
domain.
Globalworth Real Estate Investments Limited
("Globalworth" or the "Company")
Proposed Placing
Further to the announcement on 1 October 2019, the Board of
Globalworth (AIM: GWI), the leading office investor in Central and
Eastern Europe, today announces its intention to issue up to
28,571,626 new ordinary shares of the Company (the "Placing
Shares") at a price per Placing Share of EUR9.25 (the "Placing
Price"), subject to the terms and conditions contained in the
Appendix (the "Placing").
The Placing Price represents a discount of approximately 4.6% to
the closing price of EUR9.70 per ordinary share at the close of
business on 30 September 2019, the business day prior to the
Company's announcement of its intention to raise additional
equity.
The Company has a near-term investment pipeline under
exclusivity in Poland with an expected aggregate consideration of
approximately EUR320 million which it expects to be the primary use
of the net proceeds of the Placing. The potential investments
comprise five properties, one standing and operating and four at
various stages of development to be acquired upon completion
(expected between Q4-2019 and mid-2021). These investments
represent a gross leasable area of 114,000 sqm and offer an
expected annual rent of approximately EUR22 million, two-thirds of
which is already leased or pre-let, with a strong tenant profile of
multi-national companies from the financial, banking and IT
industries.
In addition to these highlighted investments, the Company
continues to perform detailed due diligence on further investment
opportunities with an aggregate consideration in excess of EUR300
million.
Consistent with its acquisition and development track record,
the Company's pipeline targets investments with a clear strategic
fit in prime locations offering attractive income potential,
building not only critical mass and generating benefits of scale,
but also providing asset management opportunities and value
creation potential.
The Board has determined that it is appropriate for the Company
to raise new equity by way of the proposed Placing in order to take
advantage of these investment opportunities, maintaining its policy
that future investments will be funded through a mixture of equity
and debt whilst managing gearing to a long-term target LTV of below
40%.
Details of the Placing
Jefferies International Limited ("Jefferies"), J.P. Morgan
Securities plc, which conducts its UK investment banking activities
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and UBS AG,
London Branch ("UBS" and together with Jefferies and J.P. Morgan
Cazenove, the "Banks") are acting as joint global co-ordinators
(the "Joint Global Co-ordinators") in connection with the
Placing.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being the "Announcement").
The Banks will today commence a bookbuilding process in respect of
the Placing (the "Bookbuilding Process"). The placing price is
EUR9.25 per Placing Share (the "Placing Price") and the number of
Placing Shares will be decided at the close of the Bookbuilding
Process. The book will open with immediate effect following this
Announcement and is expected to close at 6.00 p.m. (London time) on
10 October 2019. Allocations are at the discretion of the Banks and
the Company. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuilding Process.
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.
Application has been made for the Placing Shares to be admitted
to trading on AIM ("Admission"). Admission and settlement of the
Placing Shares are expected to take place at 8.00 a.m. (London
time) on 15 October 2019. The Placing is conditional, among other
things, upon Admission becoming effective and the placing agreement
between the Company and the Banks (the "Placing Agreement") not
being terminated in accordance with its terms. The Appendix sets
out further information relating to the Bookbuilding Process and
the terms and conditions of the Placing.
Expected Timetable
The expected timetable for the Placing is as follows:
Latest time and date for receipt 6.00 p.m. (London time) on
of Placing commitments 10 October 2019
Announcement of the results of the 11 October 2019
Placing
Admission of the Placing Shares to 8.00 a.m. (London time) on
AIM 15 October 2019
Crediting of CREST Participants Accounts 15 October 2019
The timetable is subject to change at the discretion of the
Company and the Banks.
Dealing Codes
Ticker GWI
ISIN Code of the Placing Shares GG00B979FD04
SEDOL Code of the Placing Shares B979FD
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
section of this Announcement headed "Important Notice".
Enquiries:
Andrew Cox Tel: +44 (0)20 3026 4027
Head of Investor Relations & Corporate Development
Jefferies International Limited (Joint Global Co-ordinator Tel:
+44 (0)20 7029 8000
and Joint Broker)
Stuart Klein
Rishi Bhuchar
J.P. Morgan Securities plc (Joint Global Co-ordinator) Tel: +44
(0)20 7742 4000
Massimo Saletti
Paul Hewlett
Edward Digby
UBS AG, London Branch (Joint Global Co-ordinator) Tel: +44 (0)20 7567 8000
Sebastiaan van Loon
Rafael Szczepaniak
Alex Bloch
Panmure Gordon (UK) Limited (Nomad and Joint Broker) Tel: +44 (0)20 7886 2500
Alina Vaskina
Justin Gulston
Milbourne (Public Relations) Tel: +44 7903 802 545
Tim Draper
About Globalworth / Note to Editors
Globalworth is a listed real estate company active in Central
and Eastern Europe, quoted on the AIM-segment of the London Stock
Exchange. It has become the pre-eminent office investor in the CEE
real estate market through its market-leading positions both in
Romania and in Poland. Globalworth acquires, develops and directly
manages high-quality office and logistics/light-industrial real
estate assets in prime locations, generating rental income from
high quality tenants from around the globe. Managed by over 200
professionals across Romania and Poland, the combined value of its
portfolio is EUR2.85 billion, as at 30 June 2019 pro forma for
subsequent acquisitions. Over 95% of the portfolio is in
income-producing assets, predominately in the office sector, and
leased to a diversified array of some 685 national and
multinational corporates. In Romania, Globalworth is present in
Bucharest, Timisoara, Constanta and Pitesti, while in Poland its
assets span Warsaw, Wroclaw, Lodz, Krakow, Gdansk and Katowice.
IMPORTANT NOTICE
The distribution of this Announcement may be restricted by law
in certain jurisdictions and persons into whose possession this
Announcement or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This Announcement does not contain or constitute an offer for
sale of, or the solicitation of an offer or an invitation to buy or
subscribe for, securities to any person in the United States,
Australia, Canada, South Africa or Japan or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The offer
and sale of securities has not been and will not be registered
under the applicable securities laws of any state, province or
territory of the United States, Australia, Canada, South Africa, or
Japan. Subject to certain limited exceptions, securities may not be
offered or sold in Australia, Canada, South Africa, or Japan or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, South Africa, or Japan.
The securities referred to herein may not be offered or sold in
the United States except to "qualified institutional buyers" as
defined in, and in reliance on, Rule 144A under the U.S. Securities
Act of 1933 as amended (the "Securities Act") or another applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. All offers and
sales of securities outside of the United States will be made in
reliance on, and in compliance with, Regulation S under the
Securities Act. There is no intention to register any securities
referred to herein in the United States or to make a public
offering of the securities in the United States.
In the United Kingdom, this communication is directed only at
(i) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
(investment professionals) or (ii) persons falling within Article
49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations etc.) (all such persons referred to
above being "Relevant Persons"). Any investment activity to which
this communication relates will only be available to and will only
be engaged with Relevant Persons. By accepting receipt of this
communication, each recipient is deemed to confirm, represent and
warrant that they are a Relevant Person.
In any member state of the European Economic Area, this
communication is only addressed to and directed at "qualified
investors" in that Member State within the meaning of the
Prospectus Regulation ((EU) 2017/1129).
This Announcement is not an "offer to the public" (as defined in
the Companies Act, No. 71 of 2008 (as amended) (the "South African
Companies Act") in South Africa, provided that the offer is made in
the circumstances specified in section 96 of the South African
Companies Act and this announcement does not, nor is it intended
to, constitute a prospectus (as such term is defined in the South
African Companies Act).
This Announcement is for distribution in Israel only to, and is
only directed at, investors included in Schedule One of the Israeli
Securities Law 5728-1968 and for Qualified Clients as defined in
Schedule One of the Law for the Regulation of Investment Advice,
Investment Marketing and Investment Portfolio Management,
5755-1995. Nothing in this Announcement should be considered as
investment counselling or investment marketing, as defined in the
Law for the Regulation of Investment Advice, Investment Marketing
and Investment Portfolio Management, 5755-1995. Investors are
encouraged to seek competent investment counselling from a locally
licensed investment counsellor prior to making any investment.
Jefferies is authorised and regulated by the Financial Conduct
Authority. Jefferies is acting exclusively for the Company and no
one else in connection with the Placing. Jefferies will not regard
any other person as its client in relation to the subject matter of
this Announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in relation to the contents of this
Announcement or any transaction, arrangement or other matter
referred to herein.
J.P. Morgan Cazenove is authorised by the Prudential Regulatory
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority. J.P. Morgan Cazenove is acting
exclusively for the Company and no one else in connection with the
Placing. J.P. Morgan Cazenove will not regard any other person as
its client in relation to the subject matter of this Announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in relation to the contents of this Announcement
or any transaction, arrangement or other matter referred to
herein.
UBS is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulatory Authority and subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority in the United Kingdom. UBS is
acting exclusively for the Company and no one else in connection
with the Placing. UBS will not regard any other person as its
client in relation to the subject matter of this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in relation to the contents of this Announcement
or any transaction, arrangement or other matter referred to
herein.
None of the Company, the Banks or any of their respective
affiliates, directors, officers, employees, agents or advisers,
accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to this
Announcement, including the truth, accuracy or completeness of the
information in this Announcement (or whether any information has
been omitted from the Announcement) or any other information
relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this Announcement or its contents or
otherwise arising in connection therewith. The Company, each Bank
and their respective affiliates, directors, officers, employees,
agents or advisers accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its contents or
otherwise arising in connection therewith.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each recipient should
consult his, her or its own legal adviser, financial adviser or tax
adviser for legal, financial or tax advice.
This Announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "targets", "believes",
"estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward looking statements include all matters
that are not historical facts and involve predictions.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business,
results of operations, financial position, liquidity, prospects,
growth or strategies and the industry in which it operates.
Forward-looking statements speak only as at the date they are made
and cannot be relied upon as a guide to future performance. Save as
required by law or regulation, the Company disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements in this Announcement that may occur due
to any change in its expectations or to reflect events or
circumstances after the date of this Announcement.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE FOR PLACING
SHARES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
OR MAY BE UNLAWFUL. IN PARTICULAR THE PLACING SHARES REFERRED TO IN
THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE, IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE
QUALIFIED INVESTORS ("QUALIFIED INVESTORS") AS DEFINED IN SECTION
86(7) OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMED ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND (B)
IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS IN (A) AND (B)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE PLACING SHARES ARE BEING OFFERED AND SOLD (A) IN THE UNITED
STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND (B)
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT IS NOT AN "OFFER TO THE PUBLIC" (AS DEFINED IN
THE COMPANIES ACT, NO. 71 OF 2008 (AS AMED) (THE "SOUTH AFRICAN
COMPANIES ACT") IN SOUTH AFRICA, PROVIDED THAT THE OFFER IS MADE IN
THE CIRCUMSTANCES SPECIFIED IN SECTION 96 OF THE SOUTH AFRICAN
COMPANIES ACT AND THIS ANNOUNCEMENT DOES NOT, NOR IS IT INTED TO,
CONSTITUTE A PROSPECTUS (AS SUCH TERM IS DEFINED IN THE SOUTH
AFRICAN COMPANIES ACT).
THIS ANNOUNCEMENT IS FOR DISTRIBUTION IN ISRAEL ONLY TO, AND IS
ONLY DIRECTED AT, INVESTORS INCLUDED IN SCHEDULE ONE OF THE ISRAELI
SECURITIES LAW 5728-1968 AND FOR QUALIFIED CLIENTS AS DEFINED IN
SCHEDULE ONE OF THE LAW FOR THE REGULATION OF INVESTMENT ADVICE,
INVESTMENT MARKETING AND INVESTMENT PORTFOLIO MANAGEMENT,
5755-1995. NOTHING IN THIS ANNOUNCEMENT SHOULD BE CONSIDERED AS
INVESTMENT COUNSELLING OR INVESTMENT MARKETING, AS DEFINED IN THE
LAW FOR THE REGULATION OF INVESTMENT ADVICE, INVESTMENT MARKETING
AND INVESTMENT PORTFOLIO MANAGEMENT, 5755-1995. INVESTORS ARE
ENCOURAGED TO SEEK COMPETENT INVESTMENT COUNSELLING FROM A LOCALLY
LICENSED INVESTMENT COUNSELLOR PRIOR TO MAKING ANY INVESTMENT.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. 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 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.
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO THE ANTICIPATED FUTURE PERFORMANCE OF
THE COMPANY AND ITS SUBSIDIARY UNDERTAKINGS ("FORWARD-LOOKING
STATEMENTS") WHICH REFLECT VARIOUS ASSUMPTIONS CONCERNING
ANTICIPATED RESULTS WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THESE
FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD
LOOKING TERMINOLOGY, INCLUDING THE TERMS "ANTICIPATES", "TARGET",
"BELIEVES", "ESTIMATES", "EXPECTS", "INTS", "MAY", "PLANS",
"PROJECTS", "SHOULD" OR "WILL", OR, IN EACH CASE, THEIR NEGATIVE OR
OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF
STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS.
SUCH FORWARD-LOOKING STATEMENTS REFLECT CURRENT EXPECTATIONS BASED
ON VARIOUS ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND
UNCERTAINTIES AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE
PERFORMANCE OR RESULTS AND WILL NOT NECESSARILY BE ACCURATE
INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A
RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH
FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN.
NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR
ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE
OF SUCH STATEMENTS AND, EXCEPT AS REQUIRED BY THE FINANCIAL CONDUCT
AUTHORITY (THE "FCA"), THE LONDON STOCK EXCHANGE, THE AIM RULES FOR
COMPANIES (THE "AIM RULES") 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. NO STATEMENT IN THIS ANNOUNCEMENT IS
INTED 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.
Unless otherwise defined herein, capitalised terms used in this
Appendix shall have the same meaning ascribed to them in the body
of the Announcement. In this Appendix, unless the context requires,
"Placee" means a person (including individuals, funds or others)
who has been invited to, and who chooses to, participate in the
Placing and by whom or on whose behalf a commitment to acquire
Placing Shares has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, Jefferies International
Limited. ("Jefferies"), J.P. Morgan Securities plc ("J.P. Morgan
Cazenove"), UBS AG, London Branch ("UBS" and together with
Jefferies and J.P. Morgan Cazenove, the "Banks"), Panmure Gordon
(UK) Limited as the Company's nominated adviser ("Panmure Gordon"),
or any of their respective affiliates (within the meaning of Rule
405 under the Securities Act) ("Affiliates") or any of such
persons' directors, officers or employees or any other person as to
the accuracy, completeness or fairness of the information or
opinions contained in this Announcement and no liability whatsoever
is accepted by the Company, any Bank, Panmure Gordon or any of such
persons' Affiliates, directors, officers or employees or any other
person for any loss howsoever arising, directly or indirectly, from
any use of such information or opinions or otherwise arising in
connection therewith.
The Placing Shares have not been, and nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada or Japan.
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 or Japan or to, or for the account or benefit of any
national, resident or citizen of Australia, Canada or Japan.
No prospectus or admission document will be made available in
connection with the matters contained in this Announcement and no
such prospectus or admission document is required (in accordance
with the Prospectus Regulation or the AIM Rules, respectively) to
be published. 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 to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Banks, or any of
their respective affiliates, that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction or
the possession or distribution of this Announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. 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. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose
possession this Announcement comes shall inform themselves about,
and observe, such restrictions.
Jefferies is authorised and regulated by the Financial Conduct
Authority. Jefferies is acting exclusively for the Company and no
one else in connection with the Placing. Jefferies will not regard
any other person as its client in relation to the subject matter of
this Announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in relation to the contents of this
Announcement or any transaction, arrangement or other matter
referred to herein.
J.P. Morgan Cazenove is authorised by the Prudential Regulatory
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority. J.P. Morgan Cazenove is acting
exclusively for the Company and no one else in connection with the
Placing. J.P. Morgan Cazenove will not regard any other person as
its client in relation to the subject matter of this Announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in relation to the contents of this Announcement
or any transaction, arrangement or other matter referred to
herein.
UBS is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulatory Authority and subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority in the United Kingdom. UBS is
acting exclusively for the Company and no one else in connection
with the Placing. UBS will not regard any other person as its
client in relation to the subject matter of this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in relation to the contents of this Announcement
or any transaction, arrangement or other matter referred to
herein.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Bank or Panmure Gordon (apart from the responsibilities or
liabilities that may be imposed by the FSMA or the regulatory
regime established thereunder) or by any of their respective
affiliates or agents or by any of their respective directors,
officers, employees, advisers, representatives or shareholders
(collectively, "Representatives") for the contents of the
information contained in this Announcement, or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of any Bank or Panmure Gordon
or any of their respective affiliates or agents or by any of their
respective Representatives in connection with the Company, the
Placing Shares or the Placing and any responsibility and liability
whether arising in tort, contract or otherwise therefore is
expressly disclaimed. Each Bank and Panmure Gordon and their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by any Bank or Panmure Gordon or any of their
respective affiliates as to the accuracy, fairness, verification,
completeness or sufficiency of the information contained in this
Announcement and nothing in this Announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future.
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 Announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Banks.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange plc ("London Stock
Exchange").
1. Details of the placing
1.1 The Banks have today entered into an agreement with the
Company (the "Placing Agreement") under which, subject to certain
conditions, each Bank, as agent for and on behalf of the Company
has agreed to use reasonable endeavours to procure Placees for the
Placing Shares at a price per Placing Share (the "Placing Price")
of EUR9.25 pursuant to the Bookbuilding Process.
1.2 The Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the Company's
existing ordinary shares ("Ordinary Shares"), including the right
to receive dividends and other distributions declared or made after
the date of issue of the Placing Shares.
1.3 The Company has agreed with the Banks to a 60 day lock-up
from Admission, subject to certain exceptions.
2. Applications for admission to trading
2.1 Application has been made to the London Stock Exchange for
admission to trading ("Admission") of the Placing Shares on its AIM
market (the "Application").
2.2 It is expected that Admission will become effective on or
around 8.00 a.m. (London time) on 15 October 2019 or such later
time and date as the Banks and the Company may agree not being
later than 8.00 a.m. (London time) on 31 October 2019 and that
dealings in the Placing Shares will commence at that time.
3. Participation in, and principal terms of, the Placing
3.1 Each of Jefferies, J.P. Morgan Cazenove and UBS is acting as
Joint Global Co-ordinator for the Company in connection with the
Placing.
3.2 This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. The Banks will
be entitled to effect the Placing by such alternative method to the
Bookbuilding Process as they may in their sole discretion determine
(after consultation with the Company).
3.3 Participation in the Placing is only available to persons
who may lawfully be, and are invited to participate in it by the
Banks and the Company. Each Bank and its respective affiliates are
each entitled to participate in the Placing and the Bookbuilding
Process as principal.
3.4 The number of Placing Shares to be issued in the Placing
(including the respective numbers of Placing Shares) will be agreed
between the Banks and the Company following completion of the
Bookbuilding Process. The number of Placing Shares will be
announced by Regulatory Information Service ("RIS") following
completion of the Bookbuilding Process (the "Allocation
Announcement").
3.5 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."
3.6 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement."
3.7 The Placing is expected to close no later than 6.00 p.m.
(London time) on 10 October 2019, or such later time and date as
the Banks and the Company may agree. The timing of the closing of
the books, pricing and allocations may be accelerated or delayed.
The Banks may, in agreement with the Company accept applications
that are received after the Bookbuilding Process has closed. The
Company reserves the right (upon agreement with the Banks) to
reduce or seek to increase (in accordance with the Company's
articles of incorporation) the number of Placing Shares to be
issued pursuant to the Placing in their absolute discretion.
3.8 Any person who has been invited and wishes to participate in
the Placing should communicate their application by telephone to
their usual sales contact at the relevant Bank. Each application
should state the number of Placing Shares which the prospective
Placee wishes to acquire at the Placing Price.
3.9 The Banks reserve the right not to accept applications or to
accept applications in part rather than in whole, on the basis of
allocations determined in the Banks' sole discretion (after
consultation with the Company) and may scale down any application
for this purpose on such basis as they may determine (after
consultation with the Company). The acceptance of the applications
shall be at the Banks' absolute discretion (after consultation with
the Company). The Banks may also, notwithstanding paragraphs 3.7
and 3.8 above, subject to the prior consent of the Company (i)
allocate Placing Shares after the time of any initial allocation to
any person submitting an application after that time; and (ii)
allocate Placing Shares after the Bookbuilding Process has closed
to any person submitting an order after that time.
3.10 An order in the Placing will be made on the terms and
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent
of the Banks, will not be capable of variation or revocation after
the time at which it is submitted.
3.11 Each prospective Placee's allocation will be determined by
the Banks in their sole discretion (after consultation with the
Company ) and confirmed orally by the Banks following the close of
the Bookbuilding Process. That oral confirmation shall constitute
an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) to acquire the number of
Placing Shares allocated to it at the Placing Price on the terms
and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of incorporation and each
Placee will be deemed to have read and understood this Announcement
(including this Appendix) in its entirety.
3.12 Each prospective Placee's allocation and commitment will be
evidenced by an electronic trade confirmation and/or electronic
contract note issued to such Placee by the Banks. The terms of this
Appendix will be deemed incorporated by reference therein.
3.13 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Banks, to pay as
principal to the Banks (or as they may direct) in cleared funds
immediately on the settlement date an amount equal to the product
of the Placing Price and such number of Placing Shares that such
Placee has agreed to acquire and the Company has agreed to allot
and issue to that Placee.
3.14 By participating in the Placing, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
3.15 To the fullest extent permissible by law, no Bank nor any
of its respective affiliates (as defined below) shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, no Bank nor any of
its respective affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of
the Banks' conduct of the Placing or of such alternative method of
effecting the Placing as the Banks and the Company may
determine.
3.16 To the fullest extent permitted by law and applicable FCA
rules, neither (i) a Bank, (ii) any of that Bank's directors,
officers, employees or consultants, or (iii) to the extent not
contained with (i) and (ii), any person connected with that Bank as
defined in FSMA ((i) to (iii) being together "affiliates" and
individually an "affiliate"), shall have any liability (including
to the extent permissible by law, any fiduciary duties) to Placees
or to any person other than the Company in respect of the
Placing.
4. Conditions of the placing
4.1 The Banks' obligations under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the warranties in the Placing Agreement being true and
accurate and not misleading on and as at the date of the Placing
Agreement and again on completion of the Placing and at Admission
by reference to the facts and circumstances from time to time
subsisting;
(b) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(c) the compliance by the Company with certain publication of
announcement obligations (including with respect to this
Announcement);
(d) the compliance by the Company with all its obligations, and
the satisfaction by the Company of all the conditions which are to
be satisfied by it under the Placing Agreement or under the terms
and conditions of the Placing, in each case, in all material
respects and to the extent required to be performed or satisfied on
or prior to Admission;
(e) in the opinion of any Bank (following consultation with the
Company), there not having been a material adverse change affecting
the Company;
(f) the obligations of the Banks under the Placing Agreement not
having been terminated in accordance with its terms prior to
Admission; and
(g) Admission occurring not later than 8.00 a.m. (London time)
on 15 October 2019 (or such later time and date as the Banks and
the Company may agree not being later than 8.00 a.m. (London time)
on 31 October 2019).
4.2 If any condition contained in the Placing Agreement becomes
incapable of being fulfilled (or where applicable, waived) or if
all the conditions are not fulfilled (or where applicable waived),
then the Placing Agreement will terminate in accordance with its
terms, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
4.3 The Banks may in its absolute discretion and upon such terms
as it thinks fit, waive fulfilment by the Company of all or any of
any the conditions in the Placing Agreement, save that conditions
4.1(b) and 4.1(g) above relating to the allotment and issuance of
the Placing Shares and Admission thereof may not be waived. Any
such extension or waiver will not affect the Placees' commitments
as set out in this Announcement.
4.4 No Bank 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 they may make as to
whether or not to waive or to extend the time or the date for the
satisfaction of any condition to the Placing nor for any decision
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 Banks.
5. Termination of the placing agreement
5.1 The Banks may at any time prior to Admission terminate the
Placing Agreement by giving notice to the Company in certain
circumstances, including a breach of the Company's warranties given
to the Banks in the Placing Agreement, the failure of the Company
to comply with its obligations under the Placing Agreement, a
material adverse change in the Company's group's condition or
prospects or the occurrence of certain customary force majeure
events which, in the opinion of the Banks acting in good faith
(following consultation with the Company to the extent
practicable), makes it impractical or inadvisable to proceed with
the Placing, the Application or Admission.
5.2 Upon such notice being given, 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.
5.3 By participating in the Placing, Placees agree that the
exercise by the Banks of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Banks and that the Banks need not make any
reference to Placees and that no Bank nor the Company (or their
respective directors, officers or employees) shall have any
liability to Placees whatsoever in connection with any such
exercise.
6. Lock-up
6.1 The Company has undertaken that it shall not, without the
prior written consent of each Bank (such consent not to be
unreasonably withheld or delayed), between the date of the Placing
Agreement and the date falling 60 days after Admission allot or
issue any Ordinary Shares (or any other shares or securities in the
capital of the Company) or issue any options over Ordinary Shares
(or any securities exchangeable for, or convertible into, Ordinary
Shares or other shares or securities in the capital of the Company
save pursuant to (i) the Placing; (ii) the Company's investment
manager incentive plan or other employee emolument arrangements;
and (iii) the warrant instrument issued by the Company on 24 July
2013.
7. No prospectus
7.1 No offering document or prospectus has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement
(including this Appendix) and the Exchange Information (as defined
below), and subject to the further terms set forth in the
electronic contract note to be provided to individual prospective
Placees.
7.2 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or the Banks or any other person and
no Bank nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation by that person.
8. Registration and settlement
8.1 Settlement of transactions in the Placing Shares (ISIN Code:
GG00B979FD04) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees in certificated form if,
in the Banks' or the Company's opinion, delivery or settlement is
not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
8.2 Following completion of the Placing, each Placee allocated
Placing Shares in the Placing will be sent an electronic trade
confirmation and/or electronic contract note stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Banks and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with the Banks.
8.3 The Company will deliver the Placing Shares to a CREST
account operated by J.P. Morgan Cazenove as agent for the Company
and J.P. Morgan Cazenove will enter its delivery (DEL) instructions
into the CREST system. J.P. Morgan Cazenove will hold any Placing
Shares delivered to this account as nominee for the Placees. The
input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that
Placee against payment.
8.4 It is expected that settlement will take place on 15 October
2019 on a T+2 basis (or such later date as the Banks and the
Company may agree) in accordance with the instructions set out in
the electronic contract note.
8.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two (2) percentage points above LIBOR as
determined by the Banks.
8.6 Each Placee is deemed to agree that, if it does not comply
with these obligations, a Bank may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for and on behalf of that Bank's account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall between the net proceeds of such sale and
the placing proceeds of such Placing Shares and will be required to
bear any transfer taxes (together with any interest or penalties)
which may arise upon the sale of such Placee's Placing Shares on
its behalf.
8.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the electronic trade
confirmation and/or electronic contract note is forwarded
immediately to the relevant person within that organisation.
8.8 Placees will not be entitled to receive any fee or
commission in connection with the Placing.
8.9 Under the Placing Agreement, each Joint Global Co-ordinator
is entitled at its discretion and out of its own resources at any
time to rebate to any third party part or all of its fees relating
to the Placing and to retain agents and may pay commission in
respect of the Placing to any or all of those agents out of its own
resources.
9. Representations and warranties
9.1 By submitting an application and/or participating in the
Placing, each prospective Placee (and any person acting on such
prospective Placee's behalf) irrevocably acknowledges, undertakes,
represents, warrants and agrees (as the case may be) with the Banks
(in their capacity as Joint Global Co-ordinators and as agents of
the Company, in each case as a fundamental term of its application
for Placing Shares) and the Company that:
(a) it has read and understood this Announcement (including the
Appendix) in its entirety and its acquisition of Placing Shares is
subject to and based on the terms and conditions of the Placing as
referred to and included in this Announcement and undertakes not to
redistribute or duplicate this Announcement;
(b) it is knowledgeable, sophisticated and experienced in
business and financial matters and fully understands the
limitations on ownership and transfer and the restrictions on sales
of the Placing Shares;
(c) it is able to bear the economic risk of an investment in the
Placing Shares and is currently able to afford the complete loss of
such investment and is aware that there are substantial risks
incidental to the purchase of the Placing Shares;
(d) no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing, the Bookbuilding Process or the Placing
Shares;
(e) the Ordinary Shares are listed on AIM and are admitted to
trading on the London Stock Exchange, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the London Stock
Exchange and the FCA (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;
(f) (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) no Bank, the Company, any of their respective affiliates nor
any person acting on behalf of any of them has provided, or will
provide it, with any material regarding the Placing Shares in
addition to this Announcement; and (iii) it has not requested any
Bank or the Company or any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(g) the content of this Announcement is exclusively the
responsibility of the Company and that no Bank nor any of its
respective affiliates or any person acting on its or their behalf
has or shall have any liability for any information, representation
or statement contained in this Announcement or any information
previously or concurrently published by or on behalf of the Company
or any other written or oral information made available to or
publicly available or filed information or any representation,
warranty or undertaking relating to the Company, and will not be
liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud;
(h) the only information on which it has relied in committing
itself to acquire Placing Shares is contained in this Announcement
and any Exchange Information and that it has not received or relied
on any information given or any representations, warranties or
statements, express or implied, made by any Bank, the Company or
any of their respective affiliates or any person acting on behalf
of any of them and no Bank nor the Company, any of their respective
affiliates or any person acting on behalf of any of them will be
liable for its decision to accept an invitation to participate in
the Placing based on any information, representation, warranty or
statement other than that contained in this Announcement and any
Exchange Information;
(i) it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation 596/2014
concerning the Company in accepting the invitation to participate
in the Placing and is not purchasing Placing Shares on the basis of
any "inside information";
(j) it has the funds available to pay for the Placing Shares it
has agreed to acquire and acknowledges, agrees and undertakes that
it will pay the total price per Placing Share in accordance with
the terms of this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other placees or sold at such price as the Banks
determine;
(k) it: (i) is entitled to acquire the Placing Shares under the
laws of all relevant jurisdictions; (ii) has fully observed such
laws; (iii) has the requisite capacity and authority and is
entitled to enter into and to perform its obligations to acquire
Placing Shares and will honour such obligations; and (iv) has
obtained all necessary consents and authorities (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) to enable it to enter into
the transactions contemplated hereby and to perform its obligations
in relation thereto and, in particular, if it is a pension fund or
investment company it is aware of and acknowledges it is required
to comply with all applicable laws and regulations with respect to
its acquisition of Placing Shares;
(l) unless otherwise specifically agreed with the Banks, it is
not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are acquired will not be, a resident
of, or with an address in, the United States, Australia, Canada,
Japan or South Africa, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan or South Africa and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
(m) if in the United Kingdom, it is a person of a kind described
in (i) Article 19(5) (Investment Professionals); and/or (ii) 49(2)
(high net worth companies etc.) of the Order, 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;
(n) 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 and it acknowledges and
agrees that this Announcement has not been approved by any Bank in
its capacity as an authorised person under section 21 of FSMA and
it may not therefore be subject to the controls which would apply
if it was made or approved as financial promotion by an authorised
person;
(o) it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
(p) if in a Member State of the European Economic Area, it is a
Qualified Investor within the meaning of the Prospectus
Regulation;
(q) it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission except to Qualified
Investors and Relevant Persons or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA or an offer to the public in any other member state of the
European Economic Area within the meaning of the Prospectus
Regulation;
(r) it has not been engaged to acquire the Placing Shares on
behalf of any other person who is not a Qualified Investor unless
the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
(s) if in the United Kingdom, it is aware of and acknowledges
that it is required to comply and has complied with its obligations
in connection with money laundering under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2017 and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Money Laundering Regulations 2017;
(t) if 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 European Economic
Area other than to Qualified Investors, or in circumstances in
which the prior consent of the Banks has been given to the proposed
offer or resale;
(u) it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
(v) the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it acquires Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, 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 or
in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
(w) it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable by it or any other
person on the acquisition by it or them of any of the Placing
Shares or the agreement to acquire the Placing Shares and
acknowledges and agrees that none of the Banks, the Company, any of
their respective affiliates or any person acting on behalf of them
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement,
including as may arise on a sale of Placing Shares subsequent to
their acquisition by it or them. Each Placee and any person acting
on behalf of such Placee agrees to participate in the Placing, and
agrees to indemnify the Company and each Bank on an after-tax basis
in respect of the same, on the basis that the Placing Shares will
be allotted to the CREST stock account of J.P. Morgan Cazenove who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions; no Bank
nor any of 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 its participation in the Placing is on
the basis that it is not and will not be a client of any Bank and
that each Bank does not have any duties or responsibilities to it
for providing the protections afforded to its clients or customers
under the rules of the FCA, for providing advice in relation to the
Placing, in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
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;
(x) in order to ensure compliance with the Money Laundering
Regulations 2017, each Bank (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to that Bank or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the relevant Bank's absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form, may be retained at the relevant Bank's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity the relevant Bank (for itself and as agent
on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, the relevant Bank or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
(y) each Bank may, and its respective affiliates acting as an
investor for its or their own account(s) may acquire or purchase
Placing Shares and, in that capacity may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by,
any Bank or any of its respective affiliates acting as an investor
for its or their own account(s). No Bank or the Company intends to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
(z) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, are governed by and shall be construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or the
Banks 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;
(aa) the Company, each Bank and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to the Banks, on their own behalf and
on behalf of the Company, and are irrevocable;
(bb) it irrevocably appoints any duly authorised officer of each
Bank as its agent for the purpose 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 for which it agrees to acquire or purchase upon the
terms of this Announcement;
(cc) it will indemnify on an after tax basis and hold the
Company and each Bank and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, undertakings, agreements
and acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(dd) it: (i) has knowledge and experience in financial, business
and international investment matters and is required to evaluate
the merits and risks of subscribing for the Placing Shares; (ii) 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; and (iii) has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks involved
and has satisfied itself concerning the relevant tax, legal,
currency and other economic consideration relevant to its
acquisition of Placing Shares;
(ee) its commitment to acquire Placing Shares on the terms set
out herein and in the electronic contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Banks' or the Company's conduct of the Placing; and
(ff) no Bank owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Additional representations and warranties relating to US
securities laws
9.2 By submitting an application and/or participating in the
Placing, each prospective Placee (and any person acting on such
prospective Placee's behalf) irrevocably acknowledges, undertakes,
represents, warrants and agrees (as the case may be) with the Banks
(in their capacity as Joint Global Co-ordinators and as agents of
the Company , in each case as a fundamental term of its application
for Placing Shares) and the Company that:
(a) it is (a) a "qualified institutional buyer" (a "QIB") within
the meaning of Rule 144A under the Securities Act, or (b) is
located outside the United States and is acquiring the Placing
Shares in an "offshore transaction" (as defined in, and in
accordance with Regulation S);
(b) it understands and any account it represents has been
advised that: (i) 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 and are being
offered in a transaction not involving any public offering in the
United States; (ii) the Placing Shares are being offered and sold
pursuant to Regulation S under the Securities Act or in a
transaction exempt, from or not subject to, the registration
requirements under the Securities Act and (iii) the Placing Shares
may not be reoffered, resold, pledged or otherwise transferred
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements under the Securities
Act;
(c) it understands and any account it represents has been
advised that, the Placing Shares have not been and will not be
registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither
such registration nor such an exemption is required by law, and
that the Issuer is not required to register the Placing Shares;
(d) it is not subscribing for any Placing Shares as a result of:
(i) any "directed selling efforts" as that term is defined in
Regulation S under the Securities Act; or (ii) any form of "general
solicitation or general advertising" within the meaning of
Regulation D under the Securities Act;
(e) it is acquiring the Placing Shares for its own account or
for one or more separate accounts maintained by it for the benefit
of persons on whose behalf the Placee is authorised to make these
acknowledgments, representations and warranties, and enter into
these agreements and not with a view to, or for offer or sale in
connection with, any distribution thereof (within the meaning of
the Securities Act) that would be in violation of the securities
laws of the United States or any state thereof;
(f) (i) the Placing Shares may constitute an equity interest in
a passive foreign investment company within the meaning of Section
1297(a) of the United States Internal Revenue Code of 1986, as
amended ("PFIC"), in the current or any future tax year; if the
Company is a PFIC, then US taxable investors may be subject to
adverse US tax consequences in respect of their investment in the
Placing Shares; (ii) neither the Company nor the Banks intend to
assess whether the Placing Shares constitute equity interests in a
PFIC in any taxable year or to provide such information as may be
required to make a "qualified electing fund" election with respect
to the Placing Shares; and (iii) it is advised to consult with its
own tax advisors concerning the impact of any legislation, proposed
or enacted, that could affect the application of the PFIC
rules;
(g) it will notify any transferee to whom it subsequently
reoffers, resells, pledges or otherwise transfers the Placing
Shares of the foregoing restrictions on transfer;
(h) no representation has been made as to the availability of
the exemption provided by Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares; and
(i) in the case of a prospective Placee (and any person acting
on such prospective Placee's behalf) who is located in the United
States:
(i) the Placing Shares (whether in physical, certificated form
or in uncertificated form held in CREST) are "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Placing Shares are being offered and sold in a
transaction not involving any public offering in the United States
within the meaning of the Securities Act and no representation is
made as to the availability of the exemption provided by Rule 144
for resales of the Placing Shares; and
(ii) it understands that the Placing Shares (to the extent they
are in certificated form), unless otherwise determined by the
Company in accordance with applicable law, will bear a legend
substantially to the following effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED,
EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT
IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM IN
ACCORDANCE WITH ALL APPLICABLE LAWS."
9.3 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to each Bank for
itself and as agent for the Company and are irrevocable.
9.4 The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of transfer taxes depends on the settlement relating
only to a subscription by it and/or such person direct from the
Company for the Placing Shares in question. Such agreement assumes
that the Placing Shares are not being subscribed for in connection
with arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, transfer taxes may be payable, for
which neither the Company nor the Banks will be responsible, and
the Placee to whom (or on behalf 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 transfer tax undertakes to pay such
transfer tax forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and each Bank in the event that any of
the Company or a Bank has incurred any such liability to pay such
transfer tax. If this is the case, each Placee should seek its own
advice and notify the Banks accordingly.
9.5 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that any Bank or any of its respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
9.6 When a Placee or person acting on behalf of the Placee is
dealing with a Bank, any money held in an account with that Bank 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. The Placee
acknowledges and agrees 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 relevant Bank's own
money in accordance with the client money rules and will be used by
that Bank in the course of its own business; and the Placee will
rank only as a general creditor of that Bank (as applicable).
9.7 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
9.8 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.
9.9 All times and dates in this Announcement may be subject to
amendment. The Banks shall notify the Placees and any person acting
on behalf of a Placee of any changes.
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
IOEUGGQGUUPBGMB
(END) Dow Jones Newswires
October 10, 2019 02:00 ET (06:00 GMT)
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