TIDMSMS
RNS Number : 4139X
Smart Metering Systems PLC
24 November 2017
For Immediate Release
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
24 November 2017
Smart Metering Systems plc
Proposed equity placing to raise approximately GBP150
million
Refinancing of GBP280 million revolving credit facility
Smart Metering Systems plc (AIM: SMS.L) ("SMS or the "Company"),
the integrated metering services company that connects, owns,
operates and maintains current generation and new advanced metering
assets and databases, today announces that it proposes to raise
approximately GBP150 million (before expenses) pursuant to a
conditional placing of new Ordinary Shares (the "Placing Shares")
to institutional investors (the "Placing").
Highlights
-- Proposed placing to raise gross proceeds of approximately GBP150 million.
-- Refinancing of GBP280 million revolving credit facility
agreed with its syndicate of existing banks, extending the maturity
date of the existing facility from March 2019 to November 2020 on
similarly attractive terms (the "Extended Debt Facility").
-- Net proceeds of the Placing to be utilised alongside the
Extended Debt Facility to give SMS the financial and operational
flexibility to fully fund the installation of approximately 2.5
million meters.
-- Flexibility to fund up to approximately 4 million meters in
total through a further debt financing at an appropriate point.
-- Placing to be undertaken by way of an accelerated bookbuild
exercise (the "Bookbuild") which will be launched immediately
following release of this announcement and managed by Cenkos
Securities plc ("Cenkos"), Barclays Bank PLC ("Barclays") and
Macquarie Capital (Europe) Limited ("Macquarie") (together, the
"Joint Bookrunners").
-- Rothschild is acting as Financial Adviser to SMS in
connection with the Placing and the Extended Debt Facility.
Willie MacDiarmid, Chairman of SMS, commented:
"The roll-out of smart meters to the domestic energy market
represents a significant growth opportunity for SMS, enabling the
UK's transition to a low carbon energy economy. We are well placed
to accelerate our growth in this roll-out phase and to establish an
installed asset base that can deliver attractive returns to our
shareholders. SMS needs a more flexible capital structure to enable
us to capitalise on this opportunity. The placing and the debt
refinancing will enable SMS to enhance its financial strength to
take advantage of this attractive investment opportunity for
shareholders."
1. Background to the Placing
The roll-out of smart meters in the UK is a core element of the
UK Government's and Ofgem's plan to "unlock a smart energy system
fit for the future", as the energy system evolves towards a more
decentralised and dynamic energy model. The size of the UK domestic
smart meter market roll-out is approximately 53 million meters.
As a company which provides a fully integrated offering and has
a demonstrably successful operational track record, SMS is
positioned to participate in, and benefit from, a programme which
is underpinned by favourable regulatory and commercial drivers. The
Company's key strategic objective in the domestic smart metering
roll-out is to maximise its market share as part of a 'land-grab'
opportunity for this growing UK infrastructure asset class.
SMS now has framework agreements in place for the installation,
ownership and management of domestic smart meters with 9
independent energy suppliers. These agreements, whilst
non-exclusive, provide SMS with a high level of visibility on its
clients' installation programme and give SMS confidence to build on
securing a significant market share as the domestic smart meter
roll-out accelerates. The market share of all independent suppliers
(i.e. those outside of the 'Big 6') has increased significantly in
recent years - from approximately 3 per cent in 2013 to
approximately 17 per cent at the start of 2017.
With the benefit of a more flexible capital structure SMS will
be able to deploy significant amounts of capital in smart metering
assets which have highly attractive characteristics. Smart metering
rental revenues are characterised as recurring, predictable and
inflation-linked and are based on long-term rental contracts with
no set termination date, delivering attractive recurring
cashflows.
2. Rationale for the Placing and use of Proceeds
In 2017, SMS has entered a significant growth phase and the
Directors believe that the scale of the opportunity before it is
more significant than at any time in SMS' history.
The estimated net proceeds of the Placing of approximately
GBP146 million, alongside the unutilised portion of the Company's
Extended Debt Facility, give SMS the financial and operational
flexibility to fully fund the installation of approximately 2.5
million meters.
The Board also believes that the capital structure formed by the
Placing and Extended Debt Facility provides the basis to fund up to
approximately 4 million meters in total through a further debt
financing at an appropriate point. The Company will continue to
carefully assess the efficiency of its capital structure but
intends to adopt a prudent approach to leverage which will aim to
maintain a ratio of between 3-5x net debt to EBITDA over the growth
phase.
Given the size of the UK domestic and small business smart meter
market, it is likely that there will be additional opportunities
available to SMS as it pursues its growth strategy. Any opportunity
significantly larger than approximately 4 million meters would
require a further and more extensive funding review.
3. Current Trading and Prospects
Since the Company's interim results to 30 June 2017, the
Company's continued investment in its gas and electricity metering
and data assets portfolio has seen the total number of meter and
data assets under management increase by approximately 8 per cent.
to 1.81 million as at 30 September 2017 (30 June 2017: 1.68
million) and total annualised recurring income([1]) has also
increased by approximately 8 per cent to GBP52.3m as at 30
September 2017 (30 June 2016: GBP48.4 million). SMS has
significantly increased the number of domestic smart meters in its
portfolio by approximately 56 per cent to 290,253 as at 30
September 2017 (30 June 2017: 185,666), as the domestic smart meter
roll-out has gathered pace.
A summary of the Company's unaudited results for the nine months
to 30 September 2017 is set out below:
9 months to 30 September 6 months to 30 June
Income Statement 2017 2017
----------------------------- ------------------------- --------------------
Revenue GBP57.9m GBP36.8m
Gross Profit GBP29.8m GBP19.0m
Gross Profit Margin 52% 51%
Underlying EBITDA([2]) GBP26.0m GBP16.2m
Underlying EBITDA margin 45% 44%
Underlying PBT([3]) GBP13.3m GBP8.4m
Underlying earnings
per share([4]) 12.15p 7.68p
Balance Sheet 9 months to 30 September 6 months to 30 June
2017 2017
----------------------------- ------------------------- --------------------
Assets
Non-Current GBP245.6m GBP214.7m
Current GBP42.1m GBP41.4m
------------------------- --------------------
Total Assets GBP287.7m GBP256.1m
Liabilities
Bank loan < 1 year GBP20.2m GBP17.0m
Current liabilities GBP44.3m GBP42.7m
Bank loan > 1 year GBP136.0m GBP112.8m
Non-current liabilities GBP9.7m GBP9.5m
------------------------- --------------------
Total liabilities GBP210.2m GBP182.0m
Net Assets GBP77.5m GBP74.1m
------------------------- --------------------
Cashflow Statement 9 months to 30 September 6 months to 30 June
2017 2017
----------------------------- ------------------------- --------------------
Operating Profit GBP17.2m GBP11.1m
Depreciation & Amortisation GBP11.4m GBP7.0m
------------------------- --------------------
EBITDA GBP28.6m GBP18.1m
Working capital GBP2.2m GBP4.7m
Other GBP0.2m GBP0.2m
------------------------- --------------------
Operating cash flow GBP31.0m GBP23.0m
movement
Tax GBP(1.0)m GBP(0.9)m
Net interest GBP(3.1)m GBP(1.7)m
Purchase of fixed assets GBP(85.4)m GBP(48.9)m
Proceeds from fixed GBP2.7m GBP1.7m
asset disposals
HP repayments GBP(0.1)m GBP0.0m
------------------------- --------------------
Cash Out flow GBP(55.9)m GBP(26.8)m
Dividends GBP(2.4)m GBP(2.4)m
Changed in Equity GBP1.7m GBP1.2m
------------------------- --------------------
Net Cash Flow GBP(56.6)m GBP(28.0)m
Opening net debt GBP(94.0)m GBP(94.0)m
------------------------- --------------------
Closing net debt GBP(150.6)m GBP(122.0)m
------------------------- --------------------
All capital investment following the Company's IPO has been
funded through a combination of the Company's operating cash flows
and by utilising its existing GBP280 million revolving credit
facility (the "Existing Debt Facility").
Based on unaudited management accounts for the period to 30
September 2017, the Company continues to trade in line with current
market expectations.
4. Debt Refinancing
The Company is also pleased to announce that, on 23 November
2017, it agreed a refinancing of its existing GBP280 million
revolving credit facility (the Extended Debt Facility) with its
syndicate of existing banks. The Extended Debt Facility extends the
maturity date of the existing facility from March 2019 to November
2020 on similarly attractive terms to the Existing Debt Facility
and continues to allow the Company to operate within a net debt to
EBITDA covenant of 5.25 times. The Extended Debt Facility provides
SMS with greater operational and capital flexibility as SMS seeks
to accelerate its growth and investment in the domestic smart meter
roll-out.
5. Details of the Placing
The Placing is being conducted through the Bookbuild which is
managed by the Joint Bookrunners. Rothschild is acting as Financial
Adviser to the Company and Cenkos is Nominated Adviser and Broker
to the Company.
The Bookbuild will open with immediate effect following release
of this announcement. The number of Placing Shares to be issued in
the Placing, and the price at which such Placing Shares are to be
issued in the Placing (the "Placing Price"), will be agreed by the
Joint Bookrunners and the Company at the close of the Bookbuild.
The timing of the closing of the Bookbuild, pricing and allocations
are at the discretion of the Joint Bookrunners and the Company.
Details of the Placing Price and the number of Placing Shares to be
issued will be announced as soon as practicable after the close of
the Bookbuild.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together, the "Announcement").
Application will be made to the London Stock Exchange for the
Placing Shares to be issued pursuant to the Placing to be admitted
to trading on AIM. It is expected that Admission will become
effective and that dealings in the Placing Shares will commence on
AIM at 8.00am on 22 December 2017.
The Placing Shares will be issued and credited as fully paid and
will rank in full for all dividends and other distributions
declared, made or paid after the admission of those Ordinary Shares
and will otherwise rank on Admission pari passu in all respects
with each other and with the Existing Ordinary Shares.
The Company's total costs and expenses associated with the
Placing are estimated to be GBP4 million.
The Placing is conditional upon, amongst other things:
-- the Joint Bookrunners and the Company agreeing the Placing
Price and the number of Placing Shares at the close of the
Bookbuild;
-- the passing of the resolutions without amendment to be proposed at the General Meeting;
-- the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its
terms prior to Admission;
-- Admission taking place by no later than 8.00 a.m. on 22
December 2017 (or such later date as the Joint Bookrunners may
agree in writing with the Company, being not later than 8.00 a.m.
on 4 January 2018).
If any of the conditions are not satisfied, the Placing Shares
will not be issued and Admission will not take place.
Pursuant to the Placing Agreement, the Joint Bookrunners, as
agents for the Company, have agreed to use their reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. In addition, Barclays and Macquarie have each
severally (and not jointly or jointly and severally) agreed to
underwrite, in equal proportions, the settlement risk in the event
that any subscriber for Placing Shares procured by the Joint
Bookrunners fails to take up their allocation of Placing
Shares.
The Placing Agreement contains customary warranties given by the
Company in favour of the Joint Bookrunners in relation to, inter
alia, the accuracy of the information in this document and other
matters relating to the Group and its business. In addition, the
Company has agreed to indemnify the Joint Bookrunners in relation
to certain liabilities which the Joint Bookrunners may incur in
respect of the Placing.
Under the Placing Agreement, the Company has agreed to pay to
the Joint Bookrunners a commission based on the aggregate value of
the Placing Shares placed at the Placing Price and to Cenkos a
corporate fee for the Placing.
The Joint Bookrunners have the right to terminate the Placing
Agreement in certain circumstances prior to Admission, in
particular, in the event of a breach of any of the warranties or a
material adverse change.
The Placing Agreement also provides for the Company to pay all
costs, charges and expenses of, or incidental to, the Placing and
Admission including all legal and other professional fees and
expenses.
The Placing Shares have not been made available to the public
and have not been offered or sold in any jurisdiction where it
would be unlawful to do so.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the "Important Notices" section of this
Announcement, to the detailed terms and conditions of the Placing
and further information relating to the Bookbuild described in the
Appendix to this Announcement (which forms part of this
Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
6. Expected Timetable
Announcement of the Placing 24 November 2017
Announcement of the results of the 24 November 2017
Placing
Posting of the Circular, the Notice 27 November 2017
of General Meeting and the Forms
of Proxy
Latest time and date for receipt 9.00 a.m. on 18 December
of Forms of Proxy 2017
Voting record date 5.00 p.m. on 18 December
2017
General Meeting 9.00 a.m. on 20 December
2017
Admission effective and dealings 8.00 a.m. on 22 December
in Placing Shares expected to commence 2017
on AIM
Notes:
1. Each of the times and dates in the above timetable, and shown
elsewhere in this Announcement, are indicative only and if any of
the details contained in the timetable above should change, the
revised times and dates will be notified to shareholders by means
of an announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the
General Meeting are conditional on the passing of the resolutions
at the General Meeting.
For further information, please contact:
Smart Metering Systems PLC: +44 (0) 141 249 3850
Alan Foy, CEO
David Thompson, CFO
Craig McGinn, Company Secretary
Cenkos Securities PLC: +44 (0) 131 220 6939 / +44 (0) 207 397
8900
Nominated Adviser, Broker and Joint Bookrunner
Iain Macarthur / Neil McDonald
Barclays Bank PLC: +44 (0) 20 7623 2323
Joint Bookrunner
Neal West / Eddie Siow / Phil Drake
Macquarie Capital (Europe) Limited: +44 (0) 20 3037 2000
Joint Bookrunner
Ben Bailey / Alex Reynolds / Nick Stamp
Rothschild: +44 (0) 20 7280 5000
Financial Adviser
Emmet Walsh / Peter Nicklin / Jonathan Finn / Yuri Shakhmin
Kreab: +44 (0) 20 7074 1800
Matthew Jervois / Daniel Holgersson
About Smart Metering Systems plc
With its business established in 1995, Smart Metering Systems
plc, headquartered in Glasgow, connects, owns and operates gas and
electricity meters on behalf of major energy companies. The
Company's full end to end energy management services and
consultancy business support large blue chip companies in the UK,
through a network of offices in Bolton, Cardiff, Cambridge,
Doncaster, Enfield, Newmarket, Normanton and Rugby.
The Company's services also include infrastructure design,
installation, consultancy and project management services for new
gas, electricity, water and telecoms connections for licenced
energy and telecoms suppliers, end consumers and the UK's licenced
electricity Distribution Network Owners (DNO's).
The Company was admitted to the AIM market in July 2011 and is
now part of the FTSE AIM 50 index.
For more information on SMS please visit the Company's website:
www.sms-plc.com.
The information contained within this announcement is inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014. Upon the publication of this announcement this inside
information is now considered to be in the public domain.
Regulated Information Classification: Inside information
IMPORTANT NOTICES
This Announcement and the information contained in it is
restricted and is not for publication, release or distribution, in
whole or in part, directly or indirectly, in, into or from the
United States, Australia, Canada, South Africa or Japan or any
other state or jurisdiction in which publication, release or
distribution would be unlawful, restricted or unauthorised (each a
"Restricted Territory"). This Announcement is for information
purposes only and does not constitute an offer to sell or issue, or
the solicitation of an offer to buy, acquire or subscribe for
shares in the capital of the Company in any Restricted Territory or
any other state or jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make
such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Subject to certain exemptions, the securities
referred to in this Announcement may not be offered or sold in any
Restricted Territory or for the account or benefit of any national
resident or citizen of any Restricted Territory. The Placing Shares
have not been and will not be registered under the United States
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,
taken up, resold, transferred or delivered, directly or indirectly,
in, into or within the United States except pursuant to
registration under the Securities Act or 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
Placing Shares are being offered and sold (i) in the United States
only to a limited number of "qualified institutional buyers" as
defined in Rule 144A ("QIBs") pursuant to an exemption from the
registration requirements of the Securities Act in a transaction
not involving a public offering and in compliance with the
securities laws of any state or other jurisdiction of the United
States; and (ii) outside the United States in offshore transactions
in reliance on and in accordance with Regulation S under the
Securities Act ("Regulation S"). No public offering of the Placing
Shares referred to in this Announcement is being made in the United
States, United Kingdom, any Restricted Territory or elsewhere. No
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial advisor.
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 of
the Joint Bookrunners or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Joint Bookrunners or any of their respective
affiliates in connection with the Company, the Placing Shares or
the Placing and any responsibility therefore is expressly
disclaimed. The Joint Bookrunners and each of their respective
affiliates, accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied is made by the Joint
Bookrunners or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
Each of Cenkos Securities plc and Macquarie Capital (Europe)
Limited is authorised and regulated by the FCA in the United
Kingdom and Barclays Bank PLC is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the PRA and the
FCA in the United Kingdom. N M Rothschild & Sons Limited
("Rothschild"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as Financial Adviser to the Company
in relation to the Placing. Each of the Joint Bookrunners and
Rothschild is acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on the Joint Bookrunners and Rothschild by the UK Financial
Services and Markets Act 2000 or by the regulatory regime
established under it, none of the Joint Bookrunners or Rothschild
or any of their respective affiliates accepts any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of any of the Joint Bookrunners or Rothschild
or any of their respective affiliates in connection with the
Company, the Placing Shares or the Placing. Each of the Joint
Bookrunners and Rothschild and their respective affiliates
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by any of the Joint Bookrunners or Rothschild or any of
their respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
The offering of the Placing Shares in certain jurisdictions may
be restricted by law. Neither this Announcement nor any part or
copy of it may be taken or transmitted into the United States or
distributed, directly or indirectly, in or into the United States,
as that term is defined in Regulation S. Neither this Announcement
nor any copy of it may be taken, transmitted, or distributed
directly or indirectly into any Restricted Territory. Any failure
to comply with these restrictions may constitute a violation of
United States or other Restricted Territory securities laws. No
action has been taken by the Company or the Joint Bookrunners that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe,
such restrictions.
The Placing Shares have not been approved or disapproved by the
US 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.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
the Appendix or this Announcement should seek appropriate advice
before taking any action.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
Any indication in this Announcement of the price at which the
existing ordinary shares in the Company have been bought or sold in
the past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
This Announcement includes forward-looking statements, which
include all statements other than statements of historic facts,
including, without limitation, those regarding the Company's and/or
its subsidiaries' (the "Group") financial position, business
strategy, plans and objectives of management for future operations,
or any statements preceded by, followed by or that include the
words "targets", "believes", "expects", "aims", "intends", "will",
"may", "anticipates", "would", "could" or similar expressions or
negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Group's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Group's
present and future business strategies and the environment in which
the Group will operate in the future. These forward-looking
statements speak only as at the date of this Announcement. The
Company, its directors and its or their advisors expressly disclaim
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto
or any change in events, conditions or circumstances on which any
such statements are based unless required to do so by applicable
law or the AIM Rules for Companies, as published and amended from
time to time by the London Stock Exchange.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX (TOGETHER, THE "ANNOUNCEMENT") ARE
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"),
PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") AS
DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMED (THE "FSMA"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2.1(e) OF DIRECTIVE 2003/71/EC, AS AMED,
INCLUDING BY THE 2010 PD AMING DIRECTIVE (DIRECTIVE 2010/73/EU), TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE
"PROSPECTUS DIRECTIVE"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR
ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;
AND (C) PERSONS WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING
BY THE BANKS (AS DEFINED BELOW) (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED UPON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMED, (THE "SECURITIES ACT") OR UNDER THE SECURITIES
LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD TRANSFERRED OR DELIVERED DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES ABSENT REGISTRATION UNDER
THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE APPLICABLE SECURITIES
LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE BEING OFFERED
AND SOLD IN THE UNITED STATES ONLY TO A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT ("QIBS") PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE BEING OFFERED AND
SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IS
BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
None of Smart Metering Systems plc (the "Company"), Cenkos
Securities plc ("Cenkos"), Barclays Bank PLC ("Barclays") or
Macquarie Capital (Europe) Limited ("Macquarie" and, together with
Cenkos and Barclays, the "Banks" and each a "Bank") make any
representation to persons who are invited to and who choose to
participate in the placing ("Placees") of new ordinary shares in
the capital of the Company (the "Placing") of nominal value of one
penny (the "Placing Shares") regarding an 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 will be deemed to have
read and understood this Announcement in its entirety, and to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgments and
undertakings contained herein.
Each Placee should consult with its own advisers as to legal,
regulatory, tax, business and related aspects of a purchase of
Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Banks and the Company have today entered into a placing
agreement (the "Placing Agreement") under which, on the terms and
subject to the conditions set out therein, the Banks have agreed to
use their reasonable endeavours, as agents of the Company, to
procure Placees for the Placing Shares. In addition, Barclays and
Macquarie have each severally (and not jointly or jointly and
severally) agreed, subject to agreement with the Company as to the
number and price of the Placing Shares to be placed with the
Placees, to underwrite in equal proportions the settlement risk in
the event that any Placees fail to take up their allocation of
Placing Shares.
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 in the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the ordinary
shares of the Company (the "Ordinary Shares") after the date of
admission of the Placing Shares.
Application for listing and admission to trading
Application will be made to the London Stock Exchange (the
"London Stock Exchange") for admission of the Placing Shares to
trading on AIM ("Admission"). It is expected that Admission will
become effective on or around 8.00 a.m. on 22 December 2017 and
that dealings in the Placing Shares will commence at that time.
Bookbuild
The Banks will commence, with immediate, effect the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Banks and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint global co-ordinators, joint
bookrunners and agents of the Company in connection with the
Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Banks. The Banks and their respective affiliates are entitled to
enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price payable by all
Placees whose bids are successful (the "Placing Price"). The
Placing Price and the number of Placing Shares to be issued will be
agreed between the Banks and the Company following completion of
the Bookbuild. The Placing Price and the number of Placing Shares
to be issued will be announced on a Regulatory Information Service
("RIS") following the completion of the Bookbuild (the "Placing
Results").
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Cenkos, Barclays or
Macquarie. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at either the
Placing Price which is ultimately established by the Company and
the Banks or at prices up to a price limit specified in its bid.
The Banks, with the agreement of the Company, reserve the right not
to accept a bid from a potential Placee. Bids may also be scaled
down by the Banks on the basis referred to in paragraph 8
below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with the
relevant Bank's consent, will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will have an immediate, separate, irrevocable and binding
obligation owed to the relevant Bank, as agent for the Company, to
pay the relevant Bank (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the
Company has agreed to allot. The foregoing obligation is given for
the benefit of each of the Banks and is irrevocable. Each Placee's
obligations will be owed to the relevant Bank and each of the other
Banks.
6. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 24 November 2017 but may be closed earlier or
later at the discretion of the Banks with the agreement of the
Company. The Banks may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
the Banks and the Company and will be confirmed orally by Cenkos,
Barclays or Macquarie (as agents for the Company) following the
close of the Bookbuild and a contract note will be despatched
thereafter. This oral confirmation to such Placee will constitute
an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) in favour of the Banks and the
Company to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association. All obligations under the Bookbuild and Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement". By participating in the Bookbuild, each Placee
will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
8. The Banks may choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis
as they may determine in consultation with the Company. The Banks
may also, notwithstanding paragraphs 4 and 5 above and subject to
the prior consent of the Company (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The Company reserves the right (upon agreement with the
Banks) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
10. To the fullest extent permissible by law, none of the Banks
or any of their respective affiliates, agents, directors, officers,
consultants or employees shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Banks or the Company or any
of their respective affiliates, agents, directors, officers,
consultants or employees shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the Bank's conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Banks 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 obligations of the Banks under the Placing Agreement in
respect of the Placing Shares are conditional on, among other
things:
(a) the approval of the resolutions to give the Company's
directors power to allot the Placing Shares and to dis-apply
pre-emption rights in connection with the Placing at the general
meeting of the Company to be held on 20 December 2017 (or any
adjournment thereof);
(b) the Company allotting, subject to Admission, the Placing
Shares in accordance with the Placing Agreement;
(c) none of the representations and warranties set out in the
Placing Agreement being untrue, inaccurate or misleading on and as
at each of the dates stated in the Placing Agreement, in each case
by reference to the facts and circumstances then subsisting;
and
(d) Admission having occurred by 8.00 a.m. (London time) on 22
December 2017 (or such later date as the Banks and the Company may
agree, being not later than 8.00 a.m. on 4 January 2018).
If: (i) any of the conditions contained in the Placing Agreement
are not fulfilled or, where permitted, waived by the Banks by the
time or date specified (or such later time and/or date as the
Company and the Banks may agree); or (ii) any of such conditions
become incapable of being satisfied; or (iii) the Placing Agreement
is terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement", the Placing will not
proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof. Any such waiver by the Banks will not affect
Placees' commitments as set out in this Announcement.
None of the Banks, the Company, nor any holding company of the
Company, any subsidiary of the Company, any subsidiary of any such
holding company, any branch or associated undertaking an any such
company nor any of their respective affiliates, agents, directors,
officers, consultants or employees shall have any liability,
whether in contract, tort or otherwise, to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Banks.
Lock-up
The Company has agreed with the Banks that it shall not, without
the prior written consent of the Banks, between the date of the
Placing Agreement and 90 days after (but including) Admission, (i)
directly or indirectly, issue, allot, offer, pledge, sell, contract
to sell, lend, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant
to purchase, deposit into any depositary receipt facility or
otherwise transfer or dispose of any Ordinary Shares or any
securities convertible into or exercisable or exchangeable for
Ordinary Shares or file any registration statement under the
Securities Act with respect to any of the foregoing (or publicly
announce the same); or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of
the Ordinary Shares, whether any such swap or transaction described
in (i) or (ii) above is to be settled by delivery of Ordinary
Shares or such other securities, in cash or otherwise. The
foregoing shall not apply to (a) the Placing Shares issued under
the Placing; (b) any Ordinary Shares issued by the Company upon the
exercise of an option or warrant or the conversion of a security
outstanding on the date hereof and which have been previously
announced or disclosed by the Company; or (c) any Ordinary Shares
issued or options to subscribe for Ordinary Shares granted pursuant
to existing or proposed employee benefit plans of the Company (as
they may be amended) up to, in the case of new options granted, a
maximum amount of options in respect of no more than 800,000
Ordinary Shares in aggregate.
Right to terminate under the Placing Agreement
The Banks are entitled, at any time prior to Admission, to
terminate the Placing Agreement in accordance with its terms by
giving notice (in writing or orally) in certain circumstances,
including a breach of representations and warranties given to the
Banks in the Placing Agreement, the occurrence of a material
adverse change in the Company's business or in its financial or
trading position, or the occurrence of a force majeure event.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that the
exercise or non-exercise by the Banks of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Banks and that the Banks do not need to
make any reference to any Placees and that the Banks shall have no
liability to any Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or London Stock Exchange in relation to
the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement (including
this Appendix) which has been released by the Company today and any
information publicly announced to a RIS by or on behalf of the
Company prior to or on the date of this Announcement and subject to
the further terms set forth in the contract note to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Banks or the Company or any other person and none of the Banks or
the Company nor any of their respective affiliates will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which
the Placees may have obtained or received (regardless of whether or
not such information, representation, warranty or statement was
given or made by or on behalf of such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph
shall exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Banks and the Company reserve the right to require
settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form if delivery or settlement
is not possible or practicable within the CREST system or would not
be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a confirmation from the
relevant Bank 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 Bank and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions that it has in place
with Cenkos, Barclays or Macquarie.
The Company will deliver the Placing Shares to a CREST account
operated by Cenkos (acting as settlement bank) as the Company's
agent and each Bank will enter its delivery (DEL) instruction into
the CREST system. 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 by the relevant Bank against
payment.
It is expected that settlement will be on or around 8.00 a.m. on
22 December 2017 on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by the Banks.
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 Banks.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Banks 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 Banks' account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest 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 contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees shall not be entitled to receive any fee
or commission in connection with the Placing. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (together with interest and penalties) is payable in respect of
the issue of the Placing Shares, none of the Banks or 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 (as the case may be)
with each of the Company and the Banks (in their capacity as global
co-ordinators, bookrunners and placing agents of the Company, in
each case as a fundamental term of their application for Placing
Shares), the following:
(a) it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
(b) that no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
(c) that the Ordinary Shares are admitted to trading on AIM, and
that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for
Companies and that it is able to obtain or access such information,
or comparable information concerning any other publicly traded
company, in each case without undue difficulty;
(d) that none of the Banks or the Company nor any of their
respective affiliates, agents, directors, officers, consultants or
employees nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or
information regarding the Placing Shares or the Company or any
other person other than this Announcement, including this Appendix,
nor has it requested any of the Banks, the Company, nor any of
their respective affiliates or any person acting on behalf of any
of them to provide it with any such material or information;
(e) unless otherwise specifically agreed with the Banks, that it
is not, and at the time the Placing Shares are acquired, neither it
nor the beneficial owner of the Placing Shares will be a resident
of a Restricted Territory and further acknowledges that the Placing
Shares have not been and will not be registered 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;
(f) that it is not, unless otherwise specifically agreed with
the Banks, within a Restricted Territory or any other jurisdiction
in which it is unlawful to make or accept an offer to acquire the
Placing Shares;
(g) that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of
their respective affiliates, agents, directors, officers,
consultants or employees nor any person acting on their behalf has
or shall have any liability, in contract, tort or otherwise for any
information, representation or statement contained in this
Announcement, any misstatements in or omission from any publicly
available information relating to the Company, or any information
previously or subsequently published by or on behalf of the
Company, including, without limitation, any information required to
be published by the Company pursuant to applicable laws (the
"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 published prior to or on the date of this Announcement
by or on behalf of the Company or otherwise. Each Placee further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for the Placing Shares is contained
in this Announcement and any information previously published by
the Company by notification to a RIS, such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has neither received nor relied
on any other information given or representations, warranties or
statements made by the Banks or the Company and none of the Banks
or the Company will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing. None of the
Banks, the Company nor any of their respective affiliates has made
any representations to it, express or implied, with respect to the
Company, 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. Nothing
in this paragraph or otherwise in this Announcement excludes the
liability of any person for fraudulent misrepresentation made by
that person;
(h) that the issue 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 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;
(i) that it has complied with its obligations under the Criminal
Justice Act 1993, the Market Abuse Regulation (Regulation (EU) No.
596/2014), and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and Section 6.3 of the Systems and Controls (SYSC)
section of the FCA Handbook 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;
(j) 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 the acknowledgments,
representations and agreements herein on behalf of each such
person; (ii) it exercises sole investment discretion as to each
such person's account; (iii) it is and will remain liable to the
Banks 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); (iv) it is both an "authorised
person" for the purposes of the Financial Services and Markets Act
2000 ("FSMA") and a Qualified Investor as defined in the Prospectus
Directive acting as agent for such person, and (iv) such person is
either (1) a "qualified investor" as referred to at section 86(7)
of FSMA or (2) a "client" (as defined in section 86(2) of FSMA) of
its that has engaged it to act as such client's agent on terms
which enable it to make decisions concerning the Placing or any
other offers of transferable securities on such client's behalf
without reference to such client;
(k) that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to
Qualified Investors or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
(l) if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, that the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than qualified investors, or in circumstances in
which the prior consent of the Banks and the Company has been given
to the proposed offer or resale;
(m) that it has not offered or sold and will not offer or sell
any Placing Shares to the public in any member state of the EEA
except in circumstances falling within Article 3(2) of the
Prospectus Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
(n) that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
(o) that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
(p) if in a member state of the EEA, unless otherwise
specifically agreed with the Banks and the Company in writing, that
it is a "qualified investor" within the meaning of Article 2(1)(e)
of the Prospectus Directive;
(q) if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom this
Announcement may otherwise lawfully be communicated;
(r) that no action has been or will be taken by the Banks or the
Company or any person acting on behalf of the Banks or the Company
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
(s) that it (and any person acting on its behalf) has capacity
and authority and is otherwise 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 Banks, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing and 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;
(t) that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
(u) 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, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Banks in consultation with the Company
may in their absolute discretion determine and without liability to
such Placee;
(v) that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be
entitled, and required, to subscribe for, and that the Banks or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
(w) that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. None of the Banks or the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar duties or taxes resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to indemnify and hold each of the
Banks and the Company harmless in respect of the same (together
with any and all costs, losses, claims, liabilities, penalties,
interest, fines and expenses (including legal fees and expenses))
on an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of Cenkos (acting as settlement
bank) who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
(x) that none of the Banks or the Company, nor any of their
respective affiliates, nor any person acting on their behalf, is
making any recommendations to it or, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Banks and that
the Banks have no duties or responsibilities to it for providing
the protections afforded to their clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
(y) that in making any decision to subscribe for the Placing
Shares, it has knowledge 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. It further confirms that 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. It further confirms that it relied on
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the Banks or
the Company or their respective affiliates. It further confirms
that it has had sufficient time to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and it will not look to the Company, the Banks, any of
their respective affiliates or any person acting on their behalf
for all or part of any such loss or losses it or they may
suffer;
(z) that it may not rely on any investigation that either the
Banks or any person acting on their behalf may or may not have
conducted with respect to the Company and its affiliates or the
Placing and the Banks have 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 a recommendation to it to subscribe
for the Placing Shares. It acknowledges, understands and agrees
that no information has been prepared or verified by, or is the
responsibility of, the Banks for the purposes of this Placing;
(aa) that in connection with the Placing, the Banks and any of
their respective affiliates acting as an investor for its own
account may take up Placing Shares in the Company and in that
capacity may retain, purchase or sell for its own account such
Placing Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. The
Banks do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
(bb) 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 submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks 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;
(cc) that the Banks, the Company and their respective affiliates
and others will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and which are given to each of the Banks on its own behalf and to
the Company on its own behalf and are irrevocable and it
irrevocably authorises the Banks 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;
(dd) that the exercise or non-exercise by the Banks of any right
of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Banks and that the
Banks do not need to make any reference to Placees and that the
Banks shall have no liability to Placees whatsoever in connection
with any such exercise or failure so to exercise;
(ee) that it will indemnify on an after tax basis and hold the
Banks, the Company and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements, obligations and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing. It further agrees that this
indemnity is given for the benefit of each of the Banks, the
Company and their respective affiliates and may be enforced by any
one of them;
(ff) that its commitment to subscribe for Placing Shares on the
terms set out in this Appendix and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Placing; and
(gg) that time is of the essence as regards its obligations under this Appendix.
Additional representations and warranties relating to the United
States
In addition to the foregoing, by participating in the Placing,
each Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Company and the
Banks (in their capacity as global co-ordinators, bookrunners and
placing agents of the Company, in each case as a fundamental term
of their application for Placing Shares), the following:
If outside the United States
(a) it is not a person located in the United States and you will
acquire the Placing Shares in an "offshore transaction", as defined
in Regulation S, conducted in accordance with Regulation S and the
Placing Shares were not offered to it by means of "directed selling
efforts", as defined in Regulation S; and
(b) it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring the Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States.
If located in the United States
(a) it is a QIB within the meaning of Rule 144A ("Rule 144A")
under the Securities Act. Further, if it is acquiring the Placing
Shares as a fiduciary or agent for one or more investor accounts:
(i) each such account is for the benefit of a QIB; (ii) it has
investment discretion with respect to each account; and (iii) it
has full power and authority to make the representations,
warranties, undertakings, agreements and acknowledgments herein on
behalf of each such account;
(b) any Placing Shares it acquires will be for its own account
(or for the account of a QIB as to which it exercises sole
investment discretion and has authority to make the statements
contained in this Appendix) for investment purposes, and not with a
view to resale or distribution within the meaning of the US
securities laws, subject to the understanding that the disposition
of its property shall at all times be and remain within its
control;
(c) the Placing Shares are being offered in a transaction not
involving any public offering in the United States for the purposes
of the Securities Act and that the Placing Shares are not being and
will not be registered under the Securities Act or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, taken up, exercised,
renounced, transferred or delivered, directly or indirectly, within
the United States except pursuant to an applicable exemption from
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;
(d) it is an institution which (i) has such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of its investment in the Placing
Shares; (ii) it, and any accounts for which it is acting, is able
to bear the economic risk, and sustain a complete loss, of such
investment in the Placing Shares; and (iii) it is aware and
understands that no US federal or state or non-US agency has made
any finding or determination as to the fairness for investment or
any recommendation or endorsement of any such investment;
(e) it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
(f) it understands that the Placing Shares will be "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act and it agrees that for so long as such securities
are "restricted securities" (as so defined), they may not be
deposited into any unrestricted depositary facility established or
maintained by any depositary bank;
(g) as long as the Placing Shares are "restricted securities"
within the meaning of Rule 144(a)(3) under the Securities Act, it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares, except in an offshore transaction in accordance with Rule
903 or Rule 904 of Regulation S (which, for the avoidance of doubt,
includes a sale on the London Stock Exchange) or some other
available exemption from the registration requirements of the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States;
(h) it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
(i) it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for U.S. federal income tax purposes
for the current year, or whether it is likely to be so treated for
future years and neither the Company nor any of the Joint
Bookrunners makes any representation or warranty with respect to
the same. Accordingly, neither the Company nor any of the Joint
Bookrunners can provide any advice to U.S. investors as to whether
the Company is or is not a PFIC for the current tax year, or
whether it will be in future tax years. Accordingly, neither the
Company nor any of the Joint Bookrunners undertakes to provide to
U.S. investors or shareholders any information necessary or
desirable to facilitate their filing of annual information returns,
and U.S. investors and shareholders should not assume that this
information will be made available to them;
(i) it understands that, to the extent the Placing Shares are
delivered to it in certificated form, the certificate delivered in
respect of the Placing Shares will bear a legend substantially to
the following effect for so long as the securities are "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR
ANY OTHER APPLICABLE SECURITIES LAW. BY ITS ACCEPTANCE OF THESE
SECURITIES THE PURCHASER REPRESENTS THAT IT IS A QUALIFIED
INSTITUTIONAL BUYER ("QIB") AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT AND THAT IT IS EITHER PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF OTHER PURCHASERS WHO ARE QIBs AND AGREES THAT
THE SECURITIES ARE NOT BEING ACQUIRED WITH A VIEW TO DISTRIBUTION
AND ANY RESALE OF SUCH SECURITIES WILL BE MADE ONLY (1) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) OR ANY OTHER
EXEMPTION OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT.
(k) it understands 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;
(l) it understands and acknowledges that the Company shall have
no obligation to recognise any offer, sale, pledge or other
transfer made other than in compliance with the restrictions on
transfer set forth and described herein and that the Company may
make notation on its records or give instructions to Computershare
Investor Services Plc, as the Company's registrar, and any transfer
agent of the Placing Shares in order to implement such
restrictions;
(m) it is not, taking into account its participation in the
Placing, required to register as a broker-dealer under Section 15
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (or are a registered broker-dealer under Section 15 of the
Exchange Act); and
(n) it will sign and return the US Investor Letter in the form
agreed between the Company and the Joint Bookrunners as soon as
possible after confirmation of its allocation in the Placing and in
any event prior to settlement of the Placing Shares.
The foregoing acknowledgements, confirmations, undertakings,
representations, warranties and agreements are given for the
benefit of the Company and the Banks and are irrevocable. Each
Placee, and any person acting on behalf of the Placee, acknowledges
that none of the Company or the Banks owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Miscellaneous
The rights and remedies of the Banks 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.
Notwithstanding that a Placee's contract as regards their
participation in the Placing will be with one Bank, all of the
Banks shall have the right under the Contracts (Rights of Third
Parties) Act 1999 to enforce the rights, undertakings and
provisions in this Appendix which are expressed to be for their
benefit.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty and stamp duty reserve tax in the UK
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Such agreement also assumes
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. None of the Banks or
the Company is liable to bear any stamp duty and stamp duty reserve
tax and any other similar duties or taxes (transfer taxes) that
arise on a sale of Placing Shares if there are any such
arrangements or that arise subsequent to their acquisition by
Placees or for transfer taxes arising otherwise than under the laws
of the United Kingdom. Each Placee should, therefore, take its own
advice as to whether any such transfer tax liability arises.
Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold each of the Banks, the Company and their respective
affiliates harmless from any and all interest, fines or penalties
in relation to transfer taxes to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Banks or any of their respective
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that it has neither received nor relied on
any inside information concerning the Company in accepting this
invitation to participate in the Placing.
No claim shall be made against the Company or the Banks or any
other person acting on behalf of such persons by a Placee to
recover any damage, cost, loss, charge or expense which it may
suffer or incur by reason of or arising from the carrying out by it
of the work to be done by it pursuant hereto or the performance of
its obligations hereunder or otherwise in connection with the
Placing.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Banks and the Company do not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
References to time in this announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment by the Banks (in their absolute discretion). The Banks
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" admission of the Placing Shares to trading on AIM becoming effective in accordance
with the
AIM Rules
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules" the rules published by the London Stock Exchange entitled AIM Rules for Companies
in force
from time to time
"Barclays" Barclays Bank PLC, registered in England and Wales with company number 01026167
and having
its specified address at 5 The North Colonnade, Canary Wharf, London E14 4BB
"Bookbuild" the accelerated bookbuilding process to be conducted by the Joint Bookrunners
"Business Day" any day on which AIM is open for trading to occur
"Cenkos" Cenkos Securities plc, registered in England and Wales with company number
05210733 and having
its registered office at 6.7.8 Tokenhouse Yard, London EC2R 7AS
"Company" or "SMS" Smart Metering Systems plc, a company registered in Scotland with company number
SC367563
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001)
in respect
of which Euroclear UK & Ireland Limited is the Operator (as defined in such
regulations)
"Directors" or "Board" the directors of the Company as at the date of this Announcement, or any duly
authorised committee
thereof
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000, as amended
"General Meeting" the general meeting of the Company convened for 9.00 a.m. on 20 December 2017,
notice of which
is set out in this Announcement, and any adjournment thereof
"Group" the Company, its subsidiaries, and its subsidiary undertakings
"Joint Bookrunners" Cenkos, Macquarie and Barclays
"London Stock Exchange" London Stock Exchange plc
"Macquarie" Macquarie Capital (Europe) Limited, registered in England and Wales with company
number 03704031
and having its registered office at Ropemaker Place, 28 Ropemaker Street, London
EC2Y 9HD
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital of the Company
"Placing" the conditional placing of the Placing Shares at the Placing Price by the Joint
Bookrunners
"Placing Price" the price per Placing Share to be determined by the Bookbuild
"Placing Shares" the new Ordinary Shares to be issued by the Company pursuant to the Placing
"Regulatory Information Service" a regulatory information service that is approved by the FCA as meeting primary
information
provider criteria and that is on the list of regulatory information services
maintained by
the FCA
"Rothschild" N M Rothschild & Sons Limited
"Securities Act" the US Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"GBP" and "pence" respectively, pounds and pence sterling, the lawful currency of the United Kingdom
[1] Annualised recurring income refers to the revenue being
generated at a point in time by meter rental and data
contracts.
[2] Underlying EBITDA is before exceptional items and other
operating income.
[3] Underlying PBT is before exceptional items, other operating
income and intangible amortisation
[4] Underlying earnings per share is profit after taxation but
before exceptional items, other operating income and intangible
amortisation, divided by the weighted average number of ordinary
shares in issue
These figures are rounded compared to those appearing in the
Company's interim results announcement dated 12 September 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUOOORBSAAUUA
(END) Dow Jones Newswires
November 24, 2017 02:00 ET (07:00 GMT)
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