TIDMOCDO
RNS Number : 5881P
Ocado Group PLC
10 June 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
10 June 2020
OCADO GROUP PLC
Proposed Placing of New Ordinary Shares, Retail Offer and
Convertible Bond Offering
Ocado Group plc ("Ocado " or the "Company"), the leading online
grocery platform and solutions provider, today announces its
intention to conduct a non-pre-emptive placing of approximately
GBP650m of new ordinary shares of 2 pence each (the "Placing
Shares") in the capital of the Company (the "Placing").
In conjunction with the Placing, there will be an offer made by
Ocado on the PrimaryBid platform of new ordinary shares of 2 pence
each in the capital of Ocado (the "Retail Offer Shares") at the
Placing Price (as defined below) (the "Retail Offer"), to provide
certain retail investors with an opportunity to participate in the
Capital Raise (as defined below). A separate announcement will be
made shortly regarding the Retail Offer and its terms.
Ocado intends to raise gross proceeds of approximately GBP657m
through the Placing and Retail Offer.
Concurrently with the Placing and Retail Offer, the Company is
also launching an offering of GBP350m of guaranteed senior
unsecured convertible bonds due 2027 (the "Bonds") (the
"Convertible Bond Offering"). The Placing, Retail Offer and
Convertible Bond Offering together are intended to raise total
gross proceeds of approximately GBP1,007m (the "Capital Raise") and
will provide the Company together with its subsidiaries (the
"Group" or the "Ocado Group") with the financial flexibility to
capitalise on opportunities arising from the significant
acceleration in online adoption and grow faster over the medium
term.
The Placing will be conducted through an accelerated bookbuild
which will be launched immediately following this announcement (the
"Announcement") and will be made available to new and existing
eligible institutional investors (the "Placing Bookbuild"). The
Convertible Bond Offering will also be offered via an accelerated
bookbuild which will be launched immediately following this
Announcement only to institutional investors. The Placing is
subject to the Terms and Conditions set out in the Appendix to this
Announcement. Goldman Sachs International ("Goldman Sachs
International"), J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove" or "JPMC") and Numis Securities ("Numis") are acting as
joint global coordinators and joint bookrunners (together, the
"Joint Bookrunners") in respect of the Placing and Goldman Sachs
International and J.P. Morgan Cazenove are acting as joint global
coordinators and joint bookrunners in respect of the Convertible
Bond Offering.
The price at which the Placing Shares are to be placed (the
"Placing Price") will be determined at the close of the Placing
Bookbuild. The final terms of the Convertible Bond Offering are
expected to be announced at the end of the accelerated bookbuild.
The Retail Offer is not made subject to the Terms and Conditions
set out in the Appendix to this Announcement and instead will be
made on the terms outlined in the separate announcement to be made
shortly regarding the Retail Offer and its terms.
Context of the Capital Raise:
In the context of deciding to pursue the Capital Raise, the
Board of Ocado has considered the following factors:
1) The online grocery market is showing a significant
acceleration
Online grocery continues to experience significant growth
globally, driven by channel shift, as customers demand ever greater
convenience for their household shopping. Industry data evidences
that COVID-19 has significantly accelerated this ongoing change in
shopping habits, as "lock-down" measures have led consumers to shop
online. For example, in the UK, Nielsen data shows that online
penetration has almost doubled in recent months to 13% [1] of the
UK grocery market, from 7%(1) pre-COVID-19. Globally, online
grocery penetration is currently low with significant scope for
expansion.
2) Step up in online growth is expected to generate a permanent
and significant increase in online penetration
Surveys indicate that many customers who have purchased
groceries online in recent months, will continue to do so,
resulting in a both a new baseline for online penetration, and
expectations for a sustainable step up in growth from this new
baseline. For example, in the US, surveys show that 90% [2] of
shoppers who purchased groceries online in March-20 anticipate that
they will continue doing so; in Europe, surveys show that an
average of 47% [3] of existing shoppers who have increased their
online grocery purchasing since COVID-19 expect to continue doing
so once the outbreak is over.
Given these trends, Ocado Group anticipates that new customers
will be more likely to have already shopped online, therefore
making them easier to convert to customers of Ocado partners.
3) Current trading within Ocado Group also evidencing
significant acceleration
As announced on 6(th) May 2020, sales within Ocado Retail
Limited ("Ocado Retail"), the Group's UK joint venture with Marks
& Spencer, have been very strong as the Group has accelerated
the ramp up of capacity at Erith, whilst also operating at peak
capacity across its other facilities, in order to serve as many
customers in the UK as possible. Ocado Retail sales were up 40.4%
in Q2 2020 to 6(th) May and current trading remains consistent with
these trends. Year-on-year comparatives have been stronger still,
reflecting that this has typically been a quieter time for the
business in normal trading.
In addition to supporting this accelerated growth at Ocado
Retail, Ocado Group has seen a high level of activity with all its
partners throughout the COVID-19 pandemic. In the UK, Morrisons are
benefiting from additional capacity at Dordon and increased use of
the Ocado platform for in-store fulfilment allowing them to
increase their online store pick capacity several-fold.
Internationally, the Group has helped Ocado Solutions Limited
("Ocado Solutions") partners Groupe Casino, in France, and Sobeys,
in Canada, to launch and roll out their online businesses more
rapidly against a backdrop of expected long-term increase in demand
for online grocery. On 5(th) June, Kroger announced the continued
expansion of their partnership with Ocado Group with plans to
construct three additional customer fulfilment centres ("CFCs") in
the US, progressing their ambition to use the CFC model to expand
Kroger products to a larger footprint.
The Group will report its interim results for the six months
ended 1(st) June 2020 on 14(th) July 2020.
4) Ocado Group's proven business model is best placed to
capitalise on the rapid acceleration to online
Ocado Group is the only end-to-end solution provider for online
grocery fulfilment globally, with proprietary and proven technology
that has been developed and successfully operated in the UK over
the last 20 years. The Group's technology provides a flexible
platform, able to serve all missions, with a market leading
customer offer and compelling economics. Ocado Group believes that
throughout COVID-19, automated fulfilment at the centre of the
Group's CFC model also provides the safest means to shop online for
consumers, at no incremental cost. Several of the world's largest
grocery retailers have already chosen to partner with Ocado to
deliver a market leading shopping experience for their own
customers.
The Group's model is based on a virtuous cycle of growth,
investment and innovation, with positive network effects as the
online sales of its Ocado Solutions partners' scale. As partners
scale, Ocado Group establishes a greater base of cash flow and more
room to invest behind its proposition and more developed
infrastructure.
Ocado Group believes this cycle will continue to see the
opportunity set evolve and expand. Ocado Group will keep adapting
and improving its leading proposition, so that Ocado Solution
partners can build tailored and flexible ecosystems to serve an
evolving and comprehensive set of customer missions in their given
markets.
Reasons for the Capital Raise:
The net proceeds of the Capital Raise will provide Ocado Group
with the financial flexibility to move quickly and to capitalise on
the full opportunity set over the medium term, including:
1. Support its current Ocado Solutions partners as the surge in
online grocery demand globally may require faster growth in
fulfilment capacity:
The nine current partners on the Ocado Solutions platform (the
"OSP") have commitments to Ocado Group for 54 large-scale CFCs (or
equivalent capacity). These partners have GBP210bn of annual sales
globally, providing Ocado Group with a significant runway for
growth as these partners may choose to bring forward capacity
investments or place additional CFC orders. The Group believes that
the COVID-19 pandemic is providing the catalyst for its existing
Ocado Solutions partners to accelerate their online delivery
plans.
2. Fund new Ocado Solutions partners it adds to its roster of
the most progressive and forward-looking grocers around the
world:
The remaining global opportunity for Ocado Solutions is huge. As
the migration to online globally gains pace , the Group believes
that the global opportunity in its key target markets is around
GBP2.8 trillion [4] . The current environment and accelerated shift
online is expected to expand the addressable market with a fee
opportunity for Ocado Group of GBP3.5-26.3bn [5] depending on the
level of online penetration reached in its key markets. The Group
believes that the COVID-19 pandemic is increasing interest in Ocado
as grocery retailers around the world seek to accelerate the
development of their online offer to customers.
3. Continue investment in innovation and at a faster pace:
In recent years Ocado Group has carefully evolved its platform
to fulfil a broader range of customer missions with CFCs, mini-CFCs
and micro-CFCs. It has also shown that the successive generations
of its technology are delivering greater efficiency and
market-leading customer service. The Group believes this culture
and pace of innovation can be maintained, with a number of
opportunities to drive further efficiency gains, that can be
monetised through the OSP, or to leverage its technology expertise
in other adjacencies.
4. Further expand Ocado Group's leadership position:
Ocado Group is focused on strengthening its position as the
leading end-to-end solution provider for online grocery fulfilment
globally over the long-term, with the strongest and largest network
of Ocado Solutions partners of any company in the market. The Group
believes that that the Capital Raise will give Ocado Group the
flexibility to move fast and capitalise on increasing opportunities
arising from the acceleration in online penetration to expand and
establish leadership positions in its existing as well as new
products and markets.
Pro-forma for the Capital Raise Ocado Group will have cash and
cash equivalents of GBP2.2bn, putting the Group in a powerful
position to fulfil its medium-term growth aspirations.
Commenting on today's Capital Raise, CEO and Founder Tim Steiner
commented:
"Online grocery is experiencing an inflection point. The current
crisis is proving a catalyst for permanent and significant
acceleration in channel shift globally which we believe will redraw
the landscape for the grocery industry worldwide. Ocado's model is
proven, providing a flexible platform with the best customer offer
and economics, and we are already the partner of choice for nine of
the world's largest grocery retailers. The significant acceleration
in online grocery provides us with greater opportunities than ever
before.
As we emerge from this crisis Ocado has the opportunity to help
our Ocado Solutions partners in the UK, and around the world grow
faster, to welcome more partners in new markets, to innovate more
and more quickly, and to further strengthen our leadership
position. This Capital Raise gives Ocado Group the opportunity to
accelerate our role in creating sustainable change in the industry,
allowing us the flexibility to move at increased pace and
capitalise on the full opportunity set over the medium term."
A presentation has been made available on Ocado Group's website
which contains further information relevant to the Capital
Raise.
Details of the Placing
The Placing is subject to the Terms and Conditions set out in
the Appendix to this Announcement.
Goldman Sachs International, J.P. Morgan Cazenove and Numis will
commence the Placing Bookbuild immediately following the release of
this Announcement in respect of the placing. The Placing Price will
be determined at the close of the Placing Bookbuild. The Retail
Offer is not made subject to the Terms and Conditions set out in
the Appendix to this Announcement and instead will be made on terms
outlined in the separate announcement to be made shortly regarding
the Retail Offer and its terms.
The book will open with immediate effect following this
Announcement. All investors who participate in the Placing will be
required to make bids for Placing Shares in pounds sterling. The
timing of the closing of the book, pricing and allocations are at
the absolute discretion of Ocado and the Joint Bookrunners. Details
of the Placing Price and the number of Placing Shares and the
number of Retail Offer Shares to be issued will be announced as
soon as practicable after the close of the Placing Bookbuild.
The Placing Shares and Retail Offer Shares will, if 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
(the "Ordinary Shares") (other than treasury shares which are
non-voting and do not qualify for dividends), including the right
to receive all dividends and other distributions declared, made or
paid in respect of Ordinary Shares after the date of issue. As at
the date of this Announcement, the Company has 714,277,566 Ordinary
Shares in issue.
Applications have been made (i) to the Financial Conduct
Authority (the "FCA") for the admission of the Placing Shares to
trading on the premium segment of the Official List of the FCA and
(ii) to trading on the London Stock Exchange plc's (the "London
Stock Exchange") for the admission of the Placing Shares to trading
on its main market for listed securities (together, the
"Admission").
It is expected that settlement of the Placing Shares will occur,
Admission will become effective and that dealings will commence in
the Placing Shares at 8.00 a.m. (London time) on 15 June 2020. The
Placing is conditional, among other things, upon Admission becoming
effective and the placing agreement between the Company, Goldman
Sachs International, J.P. Morgan Cazenove and Numis (the "Placing
Agreement") not being terminated in accordance with its terms. The
Appendix sets out further information relating to the Placing
Bookbuild and the Terms and Conditions of the Placing.
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014)
("MAR"), and is disclosed in accordance with Ocado's obligations
under Article 17 of MAR. Market soundings, as defined in MAR, were
taken in respect of the Placing, with the result that certain
persons became aware of inside information relating to Ocado and
its securities, as permitted by MAR. That 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 inside information relating to the Ocado and its securities.
Details of the Convertible Bond Offering
The Bonds will be issued by Ocado and initially guaranteed by
Ocado Operating Limited, Ocado Innovation Limited, Ocado Central
Services Limited, Ocado Solutions Limited and Ocado Holdings
Limited (the "Guarantors"), with the Guarantors subject to change
in certain circumstances.
The Bonds will be issued at par and are expected to carry a
coupon of between 0.5% and 1.0% per annum payable semi-annually in
arrear in equal instalments on 18 January and 18 July of each year,
commencing on 18 January 2021. The Bonds will be convertible into
Ordinary Shares. The initial conversion price is expected to be set
at a premium of between 30% and 35% above the Placing Price
determined in the concurrent Placing Bookbuild. The conversion
price will be subject to adjustment in certain circumstances in
line with market practice.
To facilitate hedging for certain subscribers of the Bonds,
Goldman Sachs International and J.P. Morgan Cazenove will, on
behalf of certain subscribers of the Bonds, organise a simultaneous
placement of existing Ordinary Shares owned by those certain
subscribers of the Bonds (the "Delta Placement"). These Ordinary
Shares will be part of the accelerated bookbuilding process but the
Company will not receive any proceeds from the sale of these
Ordinary Shares as these are not Ordinary Shares being issued by,
or sold on behalf of, the Company.
Purchase of the existing Ordinary Shares in the Delta Placement
will incur stamp duty, and each investor will receive a pro rata
allocation of these existing Ordinary Shares based on the final
size of the Delta Placement and such investor's final allocation of
the combined book. Neither the Company nor the Joint Global
Coordinators and Joint Bookrunners have any responsibility or
liability for stamp duty or any other transfer tax which may arise
from or be due on the purchase of these existing Ordinary
Shares.
Settlement and delivery of the Bonds is expected to take place
on or about 18(th) June 2020 (the "Closing Date"). If not
previously converted, redeemed or purchased and cancelled, the
Bonds will be redeemed at par on 18 January 2027. The Company will
have the option to redeem all outstanding Bonds on or after 8
February 2025, at par plus accrued interest, if the parity value on
each of at least 20 dealing days in a period of 30 consecutive
dealing days shall have exceeded 130% of the principal amount.
The Company will also have the option to redeem all outstanding
Bonds, at par plus accrued interest, at any time if 85% or more of
the principal amount of the Bonds shall have been previously
converted or repurchased and cancelled.
The Convertible Bond Offering will be offered to institutional
investors outside the United States, Australia, South Africa and
Japan, and any other jurisdiction in which such distribution would
be prohibited by applicable law. The final terms of the Bonds are
expected to be announced later today.
Application is intended to be made for the Bonds to be admitted
to trading on the unregulated open market (Freiverkehr) of the
Frankfurt Stock Exchange after the Closing Date but prior to the
first interest payment date.
General
In the context of the Placing and the Convertible Bond Offering,
the Company will agree to a lock-up relating to equity and
equity-related securities for a period commencing on pricing and
ending 180 calendar days following the Closing Date, subject to
certain exceptions.
Prior to launch of the Placing, Ocado Group consulted with a
significant number of its shareholders to gauge their feedback as
to the Terms and Conditions of the Placing and Convertible Bond
Offering. Feedback from this consultation was highly supportive and
as a result the Board has chosen to proceed with the Capital Raise.
The Capital Raise structure, which is consistent with the latest
recommendations of the Pre-emption Group, has been chosen as it
minimises costs, time to completion and use of management time at
an important time for the Company to pursue new growth
opportunities. The consultation with shareholders and bondholders
has confirmed the Board's view that, given the current market
environment, the Capital Raise is in the best interests of
shareholders, bondholders and the wider stakeholders in Ocado
Group.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
For further information on the Announcement, please contact:
Ocado Group plc
Duncan Tatton-Brown, Chief Financial Officer 01707 228 000
David Shriver, Director of Communications 01707 228 000
Tulchan Communications
Martin Robinson +44 20 7353 4200
Person responsible for arranging release of this
Announcement:
Neill Abrams
Group General Counsel and Company Secretary
Ocado Group plc
Buildings One & Two
Trident Place
Mosquito Way
Hatfield
Hertfordshire AL10 9ULFax: +44 (0)1707 227 997
email: company.secretary@ocado.com
LEI: 213800LO8F61YB8MBC74
IMPORTANT NOTICE
Ocado Group plc is a company incorporated in England and Wales
with registered number 07098618 and registered office at Buildings
One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire,
United Kingdom, AL10 9UL.
No action has been taken by Ocado, the Guarantors, the Joint
Bookrunners or any of their respective Affiliates, or any person
acting on its or their behalf, that would permit an offering of the
Placing Shares or an offering of the Bonds or possession or
distribution of this Announcement or any other offering or
publicity material relating to the Placing Shares or to the Bonds
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by Ocado Group, the Guarantors and the Joint Bookrunners to inform
themselves about, and to observe, such restrictions.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES OR ITS POSSESSIONS (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
THE BONDS AND THE PLACING SHARES MAY BE SOLD IN CANADA ONLY TO
PURCHASERS IN THE PROVINCES OF CANADA PURCHASING, OR DEEMED TO BE
PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED
IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION
73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS,
AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS,
EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS.
T H IS PRESS R ELEASE AND T HE OFFERING W HEN MA D E ARE ONL Y
ADDRESSED TO, AND DIRECTED IN MEMBER ST ATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA ") AND THE UNITED KINGDOM AT PERSONS WHO
ARE "QUALIFI ED IN VESTORS " WIT HIN T HE MEANING OF T HE
PROSPECTUS REGULATION ("QU A LIFIED INVESTORS"). FOR THESE
PURPOSES, THE EXPRESSION "PROSPECTUS REGUL ATION" MEANS REGULATION
(EU) 2017/1129.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("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 BONDS AND THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT
APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET
FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS
ONLY, EACH AS DEFINED IN MIFID II; (II) ALL CHANNELS FOR
DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE APPROPRIATE, (III) THE TARGET MARKET FOR
THE PLACING SHARES IS RETAIL INVESTORS AND, ELIGIBLE COUNTERPARTIES
AND PROFESSIONAL CLIENTS, AND (IV) ALL CHANNELS FOR DISTRIBUTION OF
THE PLACING SHARES TO RETAIL INVESTORS, ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY
OFFERING, SELLING OR RECOMMING THE BONDS AND THE PLACING SHARES (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS'
TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID
II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT
IN RESPECT OF THE BONDS AND THE PLACING SHARES (BY EITHER ADOPTING
OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
NOTWITHSTANDING THE TARGET MARKET ASSESSMENT FOR THE PLACING
SHARES, 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 OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS AND OF THE PLACING
SHARES.
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 RECOMMATION TO ANY INVESTOR
OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER WITH RESPECT TO THE BONDS AND/OR THE PLACING
SHARES. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET
MARKET ASSESSMENT, THE JOINT BOOKRUNNERS WILL ONLY PROCURE
INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
ELIGIBLE COUNTERPARTIES.
THE BONDS ARE NOT INTED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM.
FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR
MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE
4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF
DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF
MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014, AS AMED (THE "PRIIPS REGULATION") FOR
OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO
RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN PREPARED
AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING
THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED
KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS;
(I) 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, AS AMED (THE
"ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER; AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON OR
RELIED ON: (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS; AND (II) IN ANY MEMBER STATE OF THE EEA, BY
PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS
AVAILABLE ONLY TO: (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED
KINGDOM; AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE
EEA.
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 Regulation) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities of the
Company in the United States, Australia, Japan, South Africa or any
other jurisdiction in which the same would be unlawful. No public
offering of the Bonds or the Placing Shares is being made in the
United States or any such other jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered, sold, pledged, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in or into the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
securities referred to herein have not been approved, disapproved
or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the
securities referred to herein. Subject to certain limited
exceptions, the Placing Shares may not be offered or sold in the
United States, Australia, Japan, South Africa or to, or for the
account or benefit of, any national, resident or citizen of the
United States, Australia, Japan, South Africa. In addition, the
Bonds and the Retail Offer Shares are being offered and sold by the
company only outside the United States in offshore transactions as
defined in, and pursuant to, Regulation S under the Securities Act.
No public offering of securities is being made in the United
States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in South Africa in relation to
the Placing Shares and the Placing Shares have not been; and 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, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Japan or South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national,
resident or citizen of Australia, Japan or South Africa.
By participating in the Placing Bookbuild and the Placing each
person who is invited to and who chooses to participate in the
Placing (each a Placee) by making an oral or written and legally
binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
Terms and Conditions contained in the Appendix to this Announcement
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix to this
Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of Ocado Group. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
Ocado Group's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause Ocado Group's
actual results, performance or achievements to differ materially
from those in the forward looking statements include, among others,
economic and business cycles, the terms and conditions of Ocado
Group's financing arrangements, foreign currency rate fluctuations,
competition in Ocado Group's principal markets, acquisitions or
disposals of businesses or assets and trends in Ocado Group's
principal industries. Due to such uncertainties and risks, you are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. Ocado Group, its
Directors, the Joint Bookrunners, their respective Affiliates and
any person acting on its or their behalf each expressly disclaim
any obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules, MAR, the DTRs, the rules of
the London Stock Exchange or the FCA.
Goldman Sachs International and J.P. Morgan Cazenove are
authorised by the Prudential Regulatory Authority (the "PRA") and
regulated in the United Kingdom by the PRA and the FCA. Numis is
authorised and regulated by the FCA. Each of the Joint Bookrunners
is acting exclusively for Ocado Group and no one else in connection
with the Placing and the Convertible Bond Offering, the contents of
this Announcement and other matters described in this Announcement.
Each of the Joint Bookrunners will not regard any other person as
their respective client in relation to the Placing, the Convertible
Bond Offering, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any Placees or bondholders) other than members of
Ocado Group for providing the protections afforded to their
respective clients or for providing advice to any other person in
relation to the Placing, the Convertible Bond Offering, the content
of this Announcement or any other matters referred to in this
Announcement.
The Joint Bookrunners are acting as joint global co-ordinators
and joint bookrunners in connection with the Placing. The Joint
Bookrunners have today entered the Placing Agreement under which,
subject to the conditions set out therein, each of the Joint
Bookrunners, as agent for and on behalf of Ocado Group, will agree
to use its respective reasonable endeavours to procure Placees for
the Placing Shares at the Placing Price, and, subject to agreement
with Ocado Group as to the number of Placing Shares to be placed
with the Placees and the Placing Price, to the extent that Placees
fail to pay for all of the Placing Shares, to acquire those Placing
Shares for which Ocado Group has not received payment at the agreed
price. The Joint Bookrunners are not acting for Ocado Group with
respect to the Retail Offer.
This Announcement has been issued by and is the sole
responsibility of Ocado Group. 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
Bookrunner or by any of their respective Affiliates or any person
acting on its or their behalf as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. 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. 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.
Any decision to purchase any of the Bonds should only be made on
the basis of an independent review by a prospective investor of
Ocado's and the Guarantors' publicly available information. The
information contained in this announcement is subject to change in
its entirety without notice up to the Closing Date.
Each prospective investor should proceed on the assumption that
it must bear the economic risk of an investment in the Bonds or the
Ordinary Shares to be issued or transferred and delivered upon
conversion of the Bonds and notionally underlying the Bonds
(together, for the purposes of this paragraph, the "Securities").
None of Ocado, the Guarantors, Goldman Sachs or J.P. Morgan
Cazenove make any representation as to (i) the suitability of the
Securities for any particular investor, (ii) the appropriate
accounting treatment and potential tax consequences of investing in
the Securities or (iii) the future performance of the Securities
either in absolute terms or relative to competing investments.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for Ocado Group, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for Ocado Group.
In connection with the Placing, each of the Joint Bookrunners
and any of their respective Affiliates or any person acting on its
or their behalf, may take up a portion of the shares of Ocado in
the Placing in a principal position and in that capacity may
retain, purchase or sell for its own account such shares and other
securities of Ocado or related investments and may offer or sell
such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in Ocado to the Joint Bookrunners or any of their
respective Affiliates or any person acting on its or their behalf
acting in such capacity. In addition, any Bookrunner or any of
their respective Affiliates or any person acting on its or their
behalf may enter into financing arrangements (including swaps,
warrants or contracts for difference) with investors in connection
with which such Joint Bookrunner(s) or any of their respective
Affiliates or any person acting on its or their behalf may from
time to time acquire, hold or dispose of such securities of Ocado,
including the Placing Shares. Furthermore, in the event that the
Joint Bookrunners acquire Placing Shares in the Placing, they may
co-ordinate disposals of such shares in accordance with applicable
law and regulation. None of the Joint Bookrunners or any of their
respective Affiliates or any person acting on its or their behalf
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
Each of the Joint Bookrunners and their respective Affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with Ocado Group and/or its Affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective Affiliates may provide such
services to Ocado Group and/or its Affiliates in the future.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of Ocado Group's website (or any other
website) nor the content of any website accessible from hyperlinks
on Ocado Group's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
EACH OF OCADO, THE GUARANTORS, THE JOINT BOOKRUNNERS AND THEIR
RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN
THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
If you are in any doubt about the contents of this Announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser. Ocado has taken all
reasonable care to ensure that the facts stated in this
Announcement are true and accurate in all material respects, and
that there are no other facts the omission of which would make
misleading any statement in the Announcement, whether of facts or
of opinion. Ocado accepts responsibility accordingly.
It should be remembered that the price of securities and the
income from them can go down as well as up.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND OCADO
HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO
THE PLACING SHARES.
APPIX 1
TERMS AND CONDITIONS
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS
"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. THIS ANNOUNCEMENT MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. 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, PLEDGED, TAKEN UP, EXERCISED, RESOLD, RENOUNCED,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN APPROVED, DISAPPROVED
OR RECOMMED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY
STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON ORORSED THE MERITS OF THE OFFERING OF THE SECURITIES
REFERRED TO HEREIN. SUBJECT TO CERTAIN LIMITED EXCEPTIONS, THE
SECURITIES REFERRED TO HEREINPLACING SHARES MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL, RESIDENT OR CITIZEN OF
THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA. IN ADDITION, THE
BONDS AND THE RETAIL OFFER SHARES ARE BEING OFFERED AND SOLD BY THE
COMPANY ONLY OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS
DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT.
NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States or any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, the Republic of South
Africa or Japan or in any jurisdiction in which such publication or
distribution is unlawful (each a "Restricted Territory"). The
distribution of this Announcement and the Placing and/or the offer
or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Managers nor any of its or their respective Affiliates nor any
person acting on its or their behalf which 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 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 such action. Persons into
whose possession this Announcement comes are required by the
Company and the Managers to inform themselves about, and to
observe, any such restrictions.
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 the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved,
disapproved or recommended by the U.S. Securities and Exchange
Commission, any State securities commission or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is unlawful.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Manager or any of their respective Affiliates or any person acting
on its or their behalf as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any party or
its advisers, and any liability therefore is expressly
disclaimed.
The Managers are acting exclusively for the Company and no-one
else in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their respective
clients nor for providing advice in relation to the Placing and/or
any other matter referred to in this Announcement.
None of the Company, the Managers nor any of its or their
respective Affiliates nor any person acting on its or their behalf
makes any representation or warranty, express or implied to any
Placees regarding any investment in the securities referred to in
this Announcement under the laws applicable to such Placees. Each
Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the
Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the Terms and Conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
(b) it is and, at the time the Placing Shares are acquired, will
be, (i) outside the United States and acquiring the Placing Shares
in an "offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB that has executed and delivered, or
will, prior to the time such Placing Shares are acquired, execute
and deliver, a US Investor Letter, and (b) subscribing for the
Placing Shares pursuant to an exemption from, or in a transaction
not subject to, the registration requirements under the Securities
Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any State or
other jurisdiction of the United States; if acquiring the Placing
Shares for the account of one or more other persons, it has full
power and authority to make the representations, warranties,
agreements and acknowledgements herein on behalf of each such
account; and
(c) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Managers has been
given to each such proposed offer or resale.
The Company and the Managers will rely on the truth and accuracy
of the foregoing representations, warranties and
acknowledgements.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out in Appendix
2.
Bookbuild
Following this Announcement, the Managers will commence the
Bookbuild to determine demand for participation in the Placing by
Placees and the Placing Price. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. The book
will open with immediate effect. Members of the public are not
entitled to participate in the Placing. This Appendix gives details
of the Terms and Conditions of, and the mechanics of participation
in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Managers are acting as joint global co-ordinators and joint
bookrunners in connection with the Placing. The Managers have today
entered an agreement with the Company (the "Placing Agreement")
under which, subject to the conditions set out therein, each of the
Managers, as agent for and on behalf of the Company, will agree to
use its respective reasonable endeavours to procure Placees for the
Placing Shares at the Placing Price and, subject to agreement with
the Company as to the number of Placing Shares to be placed with
the Placees and the Placing Price, to the extent that Placees fail
to pay for all of the Placing Shares, to acquire those Placing
Shares for which the Company has not received payment at the agreed
price.
The price per Ordinary Share at which the Placing Shares are to
be placed is the Placing Price and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of an agreement between the Company and the Managers
recording the final details of the Placing (the "Terms of
Subscription"). The timing of the closing of the book and pricing
are at the discretion of the Company and the Managers and
allocations are at the discretion of the Company. Details of the
Placing Price and the number of Placing Shares will be announced as
soon as practicable after the close of the Bookbuild.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank, pari passu, in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue. The
Placing Shares will be issued free of any encumbrances, liens or
other security interests.
Application for admission to trading
The Company will apply to the FCA for admission of the Placing
Shares to the premium listing segment of the Official List of the
FCA (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on its main market for listed securities ("Admission"). It
is expected that Admission will become effective at 08:00 a.m.
(London time) on 15 June 2020 (or such later date as may be agreed
between the Company and the Managers).
Participation in, and principal terms of, the Placing
1. The Managers are acting as joint global co-ordinators and
joint bookrunners on the Placing severally, and not jointly, nor
jointly and severally, as agents of the Company. Participation in
the Placing will only be available to persons who may lawfully be,
and are, invited to participate by any of the Managers. Each of the
Managers, their respective Affiliates and any person acting on its
or their behalf are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Managers by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Managers and
the Company following completion of the Bookbuild. The Placing
Price and the number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
3. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact
at one of the Managers. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire either at the
Placing Price which is ultimately established by the Company and
the Managers or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Managers on the basis referred to in
paragraph 6 below. Each of the Managers reserves the right not to
accept bids or to accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 07:00
(London time) on 11 June 2020 but may be closed earlier or later,
at the discretion of the Managers and the Company. The Managers
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
5. Each Placee's allocation will be ultimately be determined by
the Company and will be confirmed to Placees orally or in writing
by the relevant Manager, acting as agent of the Company, following
the close of the Bookbuild, and an electronic contract note/trade
confirmation will be dispatched as soon as possible thereafter.
Subject to paragraph 8 below, the relevant Manager's oral or
written confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee) in favour of such Manager and the Company, under
which such Placee agrees to acquire the number of Placing Shares
allocated to it and to pay the relevant Placing Price for each such
Placing Share on the Terms and Conditions set out in this Appendix
and in accordance with the Company's articles of association.
6. The Managers will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares and may scale down any bids for this purpose on
such basis as it may determine. The Managers may also,
notwithstanding paragraphs 3 and 4 above and subject to the prior
written consent of the Company (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The acceptance of offers shall be at the absolute discretion
of the Managers, subject to agreement with the Company. If within a
reasonable time after a request for verification of identity, the
Managers have not received such satisfactory evidence, the Managers
may, in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Managers will be returned without interest to the account of
the drawee bank or CREST account from which they were originally
debited.
7. The Placing Shares are being offered and sold by the Company
only (a) outside the United States in offshore transactions as
defined in, and pursuant to, Regulation S under the Securities Act;
and (b) in the United States only to persons reasonably believed to
be QIBs in transactions not involving any "public offering" within
the meaning of Section 4(a)(2) of the Securities Act pursuant to an
exemption from the registration requirements of the Securities Act,
and/or pursuant to another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
All potential placees and all prospective beneficial owners of the
Placing Shares must, now, and at the time the Placing Shares are
acquired, be, either: (i) outside the United States and subscribing
for the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act; or
(ii) (a) a QIB that has executed and delivered, or will, prior to
the time such Placing Shares are acquired, execute and deliver, a
US Investor Letter, and (b) subscribing for the Placing Shares
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements under the Securities Act, and all
such potential Placees and prospective beneficial owners
acknowledge that the Placing Shares have not been, and will not be,
registered under the Securities Act or with any State or other
jurisdiction of the United States. With respect to (ii) above, each
such potential Placee and prospective beneficial owner represents
and warrants that it is subscribing for the Placing Shares for its
own account or for one or more accounts as to each of which it
exercises sole investment discretion and each of which is a QIB,
for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution
thereof in whole or in part, in the United States, and it has full
power to make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements herein on behalf of
each such account.
8. 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
relevant Manager's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Manager, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
agreed to acquire. Each Placee's obligations will be owed to the
relevant Manager. The Company shall allot such Placing Shares to
each Placee following each Placee's payment to the relevant Manager
of such amount.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Managers 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.
10. 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".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Manager.
13. To the fullest extent permissible by law, none of the
Managers, nor any of their respective Affiliates, nor any person
acting on its or their behalf shall have any responsibility or
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the
Managers, nor any of their respective Affiliates, nor any person
acting on its or their behalf shall have any responsibility or
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Managers' conduct of the
Bookbuild or of such alternative method of effecting the Placing as
the Managers and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Managers' obligations under the Placing Agreement are
conditional on certain conditions, including:
1. the release by the Company of the Placing Results
Announcement following the execution of the Terms of Subscription
and in any event by 08:00 a.m. (London time) on the Business Day
following the date of this Agreement;
2. the Company having allotted the Placing Shares, subject only to Admission;
3. the delivery to the Managers of customary documentation in
connection with the Placing;
4. on or before the date of Admission, the Company delivering to
the Managers a certificate in the form set out in the Placing
Agreement signed by an authorised representative of the Company,
dated as of the date of Admission;
5. the warranties on the part of the Company in the Placing
Agreement being true, accurate in every respect and not misleading
(i) as at the date of the Placing Agreement; and (ii) immediately
prior to Admission, in each case by reference to the facts and
circumstances then subsisting;
6. the Company having performed all of its obligations under the
Placing Agreement to be performed prior to Admission under the
terms or conditions of the Placing which fall to be performed on or
prior to the date of Admission;
7. the Terms of Subscription having been executed by the Company
and the Managers (which, in the case of the Managers, shall be at
the absolute discretion of each Manager and in the case of its
execution by the Company shall be at the absolute discretion of the
Company) prior to 8.00 a.m. on 11 June 2020 (or such later time or
date as the Company and the Managers may agree in writing);
8. there not having occurred a material adverse change in
relation to the Group from what had been publicly disclosed by the
Group at or prior to the date of the Placing Agreement; and
Admission of the Placing Shares occurring at or before 8:00 a.m.
(London time) on 15 June 2020, or such later time and/or date as
the Company and the Managers may agree in writing. If: (i) any of
the conditions contained in the Placing Agreement, including those
described above, are not fulfilled or (where applicable) waived by
the Managers by the relevant time or date specified (or such later
time or date as the Company and the Managers may agree); or (ii)
the Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
The Managers may in their discretion waive compliance with the
whole or any part of any of the conditions described above (other
than the condition of Admission occurring not later than 8.00 a.m.
(London time) on 15 June 2020 (or such later time or date as the
Company and the Managers may agree in writing) which may not be
waived). Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Managers, their respective Affiliates nor any person
acting on its or their behalf shall have any liability or
responsibility to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision it
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision it 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 Managers.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Each Manager is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if: (i) there has
been a breach by the Company of, or any event rendering untrue or
incorrect any of, the warranties or any failure by the Company to
perform any of its obligations contained in the Placing Agreement;
(ii) any of the conditions specified above has not been satisfied
or waived by the Managers; (iii) there has been a material adverse
change in relation to the Company or the Group; (iv) the
application for Admission is withdrawn or refused by the FCA or the
London Stock Exchange; or (v) upon the occurrence of certain force
majeure events.
If circumstances arise that would allow a Manager to terminate
the Placing Agreement, they may nevertheless determine to allow
Admission to proceed.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
or written confirmation by the Managers following the close of the
Bookbuild.
By participating in the Placing, Placees agree that the exercise
or non-exercise by each Manager of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of such Manager or for agreement between the
Company and the Managers (as the case may be) and that neither the
Company nor the Managers need make any reference to, or
consultation with, Placees and that neither they nor any of their
respective Affiliates nor any person acting on its or their behalf
shall have any liability to Placees whatsoever in connection with
any such exercise or failure to so exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the electronic contract note/trade
confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Managers and
the Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or any of the Managers or their respective Affiliates or any person
acting on its or their behalf. None of the Managers, the Company,
respective Affiliates or any person acting on its or their behalf
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
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, 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.
Restriction on further issue of securities
The Company has undertaken to the Managers that, between the
date of the Placing Agreement and 180 calendar days after (but
including) the date of Admission, it will not, without the prior
written consent of the Managers, directly or indirectly issue or
allot Ordinary Shares, subject to certain exceptions and waiver by
the Managers.
By participating in the Placing, Placees agree that the exercise
by the Managers of any power to grant consent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of the Managers and that they need not make any
reference to, or consultation with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B3MBS747) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Managers and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent an
electronic contract note/trade confirmation stating the number of
Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the relevant Manager and
settlement instructions. Placees should settle against CREST
Participant ID: 784. It is expected that such electronic contract
note/trade confirmation will be despatched on or around 11 June
2020 and that this will also be the trade date.
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 relevant Manager. 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 Managers may agree that the Placing Shares should be issued
in certificated form. The Managers reserve the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
The Company will deliver the Placing Shares to a CREST account
operated by J.P. Morgan as agent for the Company and J.P. Morgan
will enter its delivery (DEL) instruction into the CREST system.
J.P. Morgan 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.
It is expected that settlement will be on 15 June 2020 on a T+2
basis in accordance with the instructions given to the
Managers.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Managers.
Each Placee agrees that, if it does not comply with these
obligations, the Managers may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest,
fines or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the electronic
contract note/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 to as provided below, be so
registered free from any liability to UK stamp duty or UK stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax (and/or any interest, fines or
penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither the Managers nor the
Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with the Managers (in their capacity as
joint global co-ordinators and joint bookrunners, as placing agents
of the Company in respect of the Placing) and the Company, in each
case as a fundamental term of its application for Placing Shares,
the following:
1. it has read and understood this Announcement, in its entirety
and that its subscription for and purchase of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Bookbuild, the Placing, the Company, the Placing Shares or
otherwise;
2. that no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with
the Placing or is required under the Prospectus Regulation and it
has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
3. that the Ordinary Shares are listed on the Official List of
the FCA and are admitted to trading on the main market of the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able
to obtain or access such Exchange Information;
4. that none of the Managers, nor the Company nor any of their
respective Affiliates nor any person acting on its or their behalf
has provided, and none of them will provide, it with any material
or information regarding the Placing Shares, the Bookbuild, the
Placing or the Company or any other person other than this
Announcement, such information being all that it deems necessary to
make any investment decision in respect of the Placing Shares, nor
has it requested any of the Managers, the Company, or any of their
respective Affiliates nor any person acting on its or their behalf
to provide it with any such material or information;
5. unless otherwise specifically agreed with the Managers, that
they are not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares; and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Managers or any
of their respective Affiliates or any person acting on its or their
behalf has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise;
7. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Exchange
Information, that it received and reviewed all information that it
believes is necessary or appropriate to make an investment decision
in respect of the Placing Shares, and that it has neither received
nor relied on any other information given or investigations,
representations, warranties or statements made by the Managers or
the Company and none of the Managers, the Company or any of their
respective Affiliates or any person acting on its or their behalf
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to
participate in the Placing and that none of the Managers or any of
their Affiliates or any person acting on its or their behalf have
made any representations to it, express or implied, with respect to
the Company, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof;
8. that it has not relied on any information relating to the
Company contained in any research reports prepared by any of the
Managers, their respective Affiliates or any person acting on its
or their behalf and understands that (i) none of the Managers,
their respective Affiliates nor any person acting on its or their
behalf has or shall have any liability for public information or
any representation; (ii) none of the Managers, their respective
Affiliates nor any person acting on its or their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) none of the Managers, their respective Affiliates nor any
person acting on its or their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
9. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
10. it acknowledges that no action has been or will be taken by
the Company, the Managers, their respective Affiliates or any
person acting on its or their behalf 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;
11. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Managers, the Company or any of
their respective Affiliates or any person acting on its or their
behalf acting in breach of the legal or regulatory requirements of
any jurisdiction in connection with the Placing;
12. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
13. that it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime
and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations")
and, 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;
14. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Managers and the Company for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
15. 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 only;
16. it understands that 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, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
17. that 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;
18. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
19. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation, that the Placing
Shares acquired for by it in the Placing will not be acquired for
on a non-discretionary basis on behalf of, nor will they be
acquired for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Managers has been
given to the proposed offer or resale;
21. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
Relevant Persons or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA (including, for these purposes,
the United Kingdom) who are Qualified Investors and represents,
warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to
Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
23. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person and
agrees that this Announcement has not been approved by any of the
Managers in their respective 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;
24. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the Placing
Shares;
25. if it has received any inside information (as defined under
MAR) about the Company in advance of the Placing, it has not: (i)
dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the
MAR, prior to the information being made publicly available;
26. that (i) it (and any person acting on its behalf) has the
funds available to pay for, and has capacity and authority and is
otherwise entitled to purchase the Placing Shares under the laws of
all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Managers, any of their
Affiliates or any person acting on its or their behalf being in
breach of the legal and/or regulatory requirements and/or any
anti-money laundering requirements of any territory in connection
with the Placing; and (iv) that the subscription for and purchase
of the Placing Shares by it or any person acting on its behalf will
be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
27. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Managers may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest,
fines or penalties) due pursuant to the terms set out or referred
to in this Announcement which may arise upon the sale of such
Placee's Placing Shares on its behalf;
28. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Managers or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
29. that none of the Managers nor any of their respective
Affiliates nor any person acting on its or their behalf, is making
any recommendations to it, or advising it regarding the suitability
or merits of any transactions it may enter into in connection with
the Placing and that participation in the Placing is on the basis
that it is not and will not be a client of the Managers and that
the Managers do not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of the Managers' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Company, the Managers nor any of their
respective Affiliates nor any person acting on its or their behalf
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify each of the Company, the Managers,
their respective Affiliates and any person acting on its or their
behalf in respect of the same on an after-tax basis on the basis
that the Placing Shares will be allotted to the CREST stock account
of Investec who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
31. that these Terms and Conditions and any agreements entered
into by it pursuant to these Terms and Conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (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 Managers or the Company in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
32. that each of the Managers, the Company, their respective
Affiliates and any person acting on its or their behalf will rely
upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and
which are given to each of the Managers on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Managers and the Company to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
33. that it will indemnify on an after-tax basis and hold each
of the Managers, the Company and their respective Affiliates and
any person acting on its or their behalf harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
34. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Managers as its agent for the
purposes of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;
35. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the electronic contract
note/trade confirmation will continue notwithstanding any amendment
that may in future be made to the Terms and Conditions of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or the Managers' conduct of the Placing;
36. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Managers, (iv) it has had
sufficient time and access to information to consider and conduct
its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business,
currency and other economic and financial considerations relevant
to such investment and has so conducted its own investigation to
the extent it deems necessary to enable it to make an informed and
intelligent decision with respect to making an investment in the
Placing Shares, (v) it is aware and understands that an investment
in the Placing Shares involves a considerable degree of risk and
(vi) it will not look to the Managers, any of their respective
Affiliates or any person acting on its or their behalf for all or
part of any such loss or losses it or they may suffer;
37. it acknowledges and agrees that none of the Managers or the
Company, nor any of their respective Affiliates nor any person
acting on its or their behalf, owe any fiduciary or other duties to
it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
38. it understands and agrees that it may not rely on any
investigation that any of the Managers, their respective Affiliates
or any person acting on its or their behalf may or may not have
conducted with respect to the Company and its Affiliates or the
Placing and each of the Managers has not made any representation or
warranty to it, express or implied, with respect to the merits of
the Placing, the subscription for or purchase of the Placing
Shares, or as to the condition, financial or otherwise, of the
Company and its Affiliates, or as to any other matter relating
thereto, and nothing herein shall be construed as any investment or
other recommendation to it to acquire the Placing Shares. It
acknowledges and agrees that no information has been prepared by,
or is the responsibility of, any of the Managers, their respective
Affiliates or any person acting on its or their behalf for the
purposes of this Placing;
39. it acknowledges and agrees that it will not hold any of the
Managers, any of their respective Affiliates or any person acting
on its or their behalf responsible or liable for any misstatements
in or omission from any publicly available information relating to
the Group or information made available (whether in written or oral
form) relating to the Group and that no such person makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such information;
40. that in connection with the Placing, each of the Managers
and any of their respective Affiliates and any person acting on its
or their behalf may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to the Managers or any of their
respective Affiliates or any person acting on its or their behalf,
in each case, acting in such capacity. In addition certain of the
Managers, any of their respective Affiliates and any person acting
on its or their behalf may enter into financing arrangements
(including swaps, warrants or contracts for difference) with
investors in connection with which such person(s) may from time to
time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Managers or any of their
respective Affiliates or any person acting on its or their behalf
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
41. that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Manager(s). The Manager(s) reserve(s) the right to take up a
portion of the securities in the Placing as a principal position at
any stage at their sole discretion and will, inter alia, take
account of the Company's objectives, MiFID II requirements and/or
their allocation policies;
42. it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
prepared in respect of any of the Placing Shares under the
securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved, disapproved or
recommended by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. The Placing Shares have not been 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 Australia, South Africa or Japan 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, South Africa or Japan or in any country
or jurisdiction where any action for that purpose is required;
43. it understands and acknowledges that the Placing Shares are
being offered and sold by the Company (a) outside the United States
pursuant to Rule 903 or Rule 904 of Regulation S under the
Securities Act; and (b) in the United States only to QIBs as
defined in Rule 144A under the Securities Act, and/or pursuant to
another exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. It represents and
warrants that it, and all prospective beneficial owners of the
Placing Shares for the accounts of which it is acting is, and at
the time the Placing Shares are acquired will be, either: (i)
outside the United States and subscribing for the Placing Shares
pursuant to Rule 903 or Rule 904 of Regulation S under the
Securities Act; or (ii) (a) a QIB that has executed and delivered,
or will, prior to the time such Placing Shares are acquired,
execute or deliver, and agrees to be bound to the terms of, the US
Investor Letter, and (b) subscribing for the Placing Shares
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements under the Securities Act,
acknowledging that the Placing Shares have not been, and will not
be, registered under the Securities Act or with any State or other
jurisdiction of the United States. With respect to (ii) above, each
such potential Placee represents and
warrants that it is subscribing for the Placing Shares for its
own account or for one or more accounts as to each of which it
exercises sole investment discretion and each of which is a QIB,
for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution
thereof in whole or in part, in the United States, and it has full
power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of
each such account;
44. it understands and acknowledges that the Placing Shares
offered and sold in the United States are "restricted securities"
within the meaning of Rule 144(a)(3) under the Securities Act and
for so long as the Placing Shares are "restricted securities", it
undertakes, warrants and agrees that it will not deposit such
shares in any unrestricted depositary facility established or
maintained by any depositary bank and it agrees to notify any
transferee to whom it subsequently reoffers, resells, pledges or
otherwise transfers the Placing Shares of the foregoing
restrictions on transfer;
45. it undertakes, warrants and agrees that it will not directly
or indirectly offer, reoffer, resell, transfer, assign, pledge or
otherwise dispose of any Placing Shares except: (a) outside the
United States pursuant to Rule 903 or Rule 904 under Regulation S
of the Securities Act; (b) in the United States to a QIB who is
purchasing for its own account or for the account of another person
who is a QIB pursuant to Rule 144A under the Securities Act (if
available, it being understood that all offers or solicitations in
connection with such a transfer are limited to QIBs and do not
involve any means of general solicitation or general advertising);
(c) pursuant to Rule 144 under the Securities Act (if available);
or (d) pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act,;
and that that it will notify any transferee to whom it subsequently
reoffers, resells, pledges or otherwise transfers the Placing
Shares of the foregoing restrictions on transfer; and
46. it acknowledges and agrees that it is not acquiring any of
the Placing Shares as a result of any form of general solicitation
or general advertising (within the meaning of Rule 502(c) under the
Securities Act) or directed selling efforts (as defined in
Regulation S);
47. it represents and warrants that the Placing Shares are being
subscribed for investment purposes, and not with a view to offer,
resell or distribute, directly or indirectly, within the meaning of
the United States securities laws; and
48. that 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.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Managers (for their
own benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on its or their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Managers or the Company owe
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement or these Terms and Conditions.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company,
the Managers nor their respective Affiliates nor any person acting
on its or their behalf will be responsible for any UK stamp duty or
UK stamp duty reserve tax (including any interest, fines and
penalties relating thereto) arising in relation to the Placing
Shares in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Managers, the Company, nor their respective Affiliates
nor any person acting on its or their behalf will be liable to bear
any stamp duty or stamp duty reserve tax or any other similar
duties or taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties
or taxes) ("Transfer Taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) otherwise than under the laws of the
United Kingdom or Switzerland. Each 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
Taxes undertakes to pay such Transfer Taxes forthwith, and agrees
to indemnify on an after-tax basis and hold the Managers and/or the
Company (as the case may be) and their respective Affiliates and
any person acting on its or their behalf harmless from any such
Transfer Taxes, and all interest, fines or penalties in relation to
such Transfer Taxes. Each Placee should, therefore, take its own
advice as to whether any such transfer tax liability arises.
Miscellaneous
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Managers or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Managers are
receiving a fee in connection with their role in respect of the
Placing as detailed in the Placing Agreement.
All times and dates in this Announcement may be subject to
amendment by the Managers and the Company (in their absolute
discretion). The Managers shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Managers and the Company under
these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Time is of the essence as regards each Placee's obligations
under this Appendix.
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 Managers.
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 subscribe for 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 Managers 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.
Each Placee may be asked to disclose in writing or orally to the
Managers:
1. if he or she is an individual, his or her nationality; or
2. if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
APPIX 2
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP ", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK.
"US$" , "$" or "dollars" are to the lawful currency of the
United States of America;
"Admission" means admission of the Placing Shares to the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D
or Rule 405 under the Securities Act, as applicable;
"Announcement" means this announcement and its appendices;
"Bookbuild" means the bookbuilding process to be commenced by
the Managers to use reasonable endeavours to procure placees for
the Placing Shares and set the Placing Price, as described in this
Announcement and subject to the Terms and Conditions set out in
this Announcement and the Placing Agreement;
"Company" means Ocado Group plc;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in
respect of which Euroclear is the Operator (as defined in such
Regulations) in accordance with which securities may be held and
transferred in uncertificated form;
"DTRs" means the Disclosure Guidance and Transparency Rules made
by the FCA pursuant to Part VI of FSMA;
"Euroclear" means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
"FCA" or "Financial Conduct Authority" means the UK Financial
Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Group" means the Company and its subsidiary undertakings;
"J.P. Morgan" means J.P. Morgan Securities plc, which conducts
its UK investment banking activities as J.P. Morgan Cazenove;
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"LSE" or "London Stock Exchange" means London Stock Exchange
plc;
"Managers" means Goldman Sachs International, J.P. Morgan
Securities plc and Numis Securities Limited
"MAR" or "Market Abuse Regulation" means the Market Abuse
Regulation (EU) No.596/2014;
"Ordinary Share" means an ordinary share of GBP0.02 each in the
capital of the Company;
"Placee" means a person procured by a Manager to acquire Placing
Shares;
"Placing" has the meaning given in paragraph 1 of this
Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Placing Price" means the price per Ordinary Share at which the
Placing Shares are placed;
"Placing Results Announcement" means the announcement published
by the Company confirming the results of the Placing on a
Regulatory Information Service;
"Placing Shares" has the meaning given in paragraph 1 of this
Announcement;
"PRA or Prudential Regulation Authority" means the UK Prudential
Regulation Authority;
"Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129;
"QIBs" means "qualified institutional buyers" as defined in Rule
144A of the Securities Act;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means any of the services set
out in Appendix 3 of the Listing Rules;
"Relevant Person" has the meaning given to it in Appendix 1 to
this Announcement;
"Restricted Territory" has the meaning given to it in Appendix 1
to this Announcement;
"Securities Act" means the U.S. Securities Act of 1933, as
amended;
"Subscription and Transfer Agreement" means the subscription and
transfer agreement entered into between the Company, Investec and
JerseyCo on or about the date hereof;
"subsidiary" or "subsidiary undertaking" each have the meaning
given to such term in the Companies Act 2006;
"Terms and Conditions" means the Terms and Conditions of the
Placing set out in Appendix 1 to this Announcement;
"Terms of Subscription" has the meaning given to it in Appendix
1 to this Announcement;
"uncertificated" or "in uncertificated form" means in respect of
a share or other security, where that share or other security is
recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof; and
"US Investor Letter" means the investor representation letter in
the form provided by the Managers to QIBs in the United States.
[1] Source: Based on Nielsen, data corresponds to four weeks to
16th of May.
[2] Source: Based on an independent survey as of April-20.
[3] Source: Based on an independent survey in the UK, France,
Germany, Italy and Spain in May-20.
[4] Source: Company information, Planet Retail. Note: M&S
and joint venture sales 100% online. All countries with a GDP per
capita of above $25k and a population over 5 million.
[5] Source: Planet Retail, assuming a 25% grocery market share
and assuming an online penetration of between 10% and 75% with a 5%
fee opportunity, which represents the mid-point of the range
provided to the market.
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
IOESFWFMSESSESM
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June 10, 2020 12:12 ET (16:12 GMT)
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