TIDMRWS
RNS Number : 7764W
RWS Holdings PLC
14 February 2017
RWS GROUP
14 February 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
RWS Holdings plc
Acquisition and Placing
RWS Holdings plc ("RWS", "the Group"), a world leading provider
of intellectual property support services (patent translations,
international patent filing solutions and searches), commercial
translations and linguistic validation, today announces the
proposed acquisition of 100% of LUZ, Inc. ("LUZ"), a market leading
Life Sciences language services provider based in San Francisco
("the Acquisition"), for a cash consideration of US$82.5m (the
"Consideration"). The Group also announces a placing to raise gross
proceeds of GBP40.0m (the "Placing") to part-fund the
Acquisition.
Acquisition Highlights & Rationale
-- Strengthens RWS's leading position in global Life Sciences
following successful CTi acquisition
-- Increases market share, footprint and specialist positioning
-- Adds complementary regulatory and medical device specialisms,
resulting in a full service offering in Life Sciences
-- Adds complementary West Coast location, enhancing US presence
-- The Acquisition and Placing are expected to be immediately earnings enhancing
-- Completion of the Acquisition is expected to occur on 17
February 2017 following completion of the Placing
The Placing
Numis on behalf of RWS has placed 12.1m new Ordinary Shares at a
price of 330 pence per share with new and existing investors,
raising GBP40.0m (approximately GBP38.8m net of expenses) and
representing approximately 5.6% of the Company's existing issued
share capital.
The proceeds of the Placing will be used to fund part of the
Consideration, with the balance of the Consideration (plus the
payment of working capital balances and transaction costs) to be
funded from a new US$26.3m banking facility with Barclays Bank plc
as well as existing RWS cash resources.
The Placing will allow the Group to maintain a strong balance
sheet with a sensible gearing level.
Andrew Brode, Chairman of RWS, commented:
"We are delighted to be acquiring LUZ which, together with CTi,
will strengthen the Enlarged Group as a leading player in the
global Life Sciences translation space, with a significant presence
across North America, Europe and Asia. We are also pleased with the
level of support we have received from existing shareholders and
new institutional investors in the Placing.
"Our Life Sciences activities will represent over 30% of the
Enlarged Group's revenues, with strong margins and further
opportunities for growth. The Life Sciences sector also provides
the potential for the Enlarged Group to develop and expand its
other services, especially in patent translation and foreign
filing.
"The acquisition of LUZ is an important element of our strategic
vision to deliver high quality, full-service global language
services across the value chain, and we are confident it will add
significant value to our shareholders."
For further information, contact:
RWS Holdings plc
Andrew Brode, Chairman 01753 480200
MHP
Katie Hunt / Simon Hockridge 0203 128 8100
Numis
Stuart Skinner / Kevin Cruickshank (Nominated Adviser) 0207 260
1000
Michael Burke (Corporate Broker)
About RWS:
RWS is a world leading provider of intellectual property support
services (patent translations, international patent filing
solutions and searches), a market leader in Life Sciences
translations and linguistic validation as well as a high level
specialist language service provider in other technical areas,
providing for the diverse needs of a blue-chip multinational client
base from Europe, North America and Asia. RWS is based in the UK,
with offices in Europe, the USA, (New York, East Hartford and
Chicago), China, Japan and Australia, and is listed on AIM, the
London Stock Exchange regulated market (RWS.L).
For further information, please visit: www.rws.com
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation which came into
effect on 3 July 2016.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Group ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Group's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. No statement in this Announcement is 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.
Information on LUZ
Based in San Francisco with c.100 employees, LUZ is a market
leading Life Sciences translation provider, specialising in medical
devices and regulatory activities. LUZ services a number of the
world's leading pharmaceutical and medical device manufacturers,
enjoying a preferred supplier relationship with certain customers.
The majority of LUZ's customers operate in highly regulated and
audited industries, and they place a premium on high quality
translations delivered to exacting deadlines. Services include
translation, desktop publishing, client review coordination, and
project management. The business' cloud-based AURORA translation
management platform allows fully integrated service provision and
seamless connectivity between suppliers and customers.
The strong operational management team of LUZ is expected to
continue in current roles; the founders and current owners will
exit in full after a short transition period.
LUZ has a strong financial track record, delivering, in the year
to 31 December 2016, revenue of US$29.2m (2015: US$23.7m; 2014:
US$21.2m) and operating profit of US$7.7m (2015: US$3.6m; 2014:
US$3.4m).
Rationale for the Acquisition
The Acquisition is in line with RWS's stated strategy of
complementing organic growth with selective acquisitions which have
demonstrated growth prospects in attractive sectors and/or
geographies, offer excellent margins and can enhance shareholder
value.
The Acquisition strengthens the Group's leading position in
global Life Sciences both in the US and Europe, building upon and
complementing the October 2015 acquisition of Corporate
Translations Inc. ("CTi") and creating a full service offering. It
also enhances the platform for expansion into Asia, building on the
existing Chinese and Japanese presence of other RWS divisions.
The Acquisition also brings strong cross-selling opportunities
through enhanced exposure to the important West Coast patent market
and potentially bringing new clients to the wider Group. It also
provides diversification to the Group (including currency) and
further visibility across the value chain.
The Acquisition and Placing are expected to be immediately
earnings enhancing.
Details of the Placing
The Company has entered into a Placing Agreement with Numis.
Under the terms of the Placing Agreement, Numis has placed
12,121,300 new Ordinary Shares Company, at a price of 330 pence per
share with new and existing investors, raising gross proceeds of
GBP40.0m before expenses. The Placing has been fully underwritten
by Numis in accordance with the terms of the Placing Agreement.
The Placing Shares represent approximately 5.6% of the Company's
existing issued share capital and the Placing Price represents a
discount of approximately 2.4% to the closing mid-market price of
338.25 pence per share as at 13 February, being the last
practicable date prior to this announcement.
Application has been made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. Admission is
expected to take place at 8.00am on 16 February 2017 and dealings
in the Placing Shares will commence at that time. The Company's
total issued share capital following Admission will consist of
227,885,950 Ordinary Shares with one voting right per share. The
above figure of 227,885,950 may be used by shareholders as the
denominator for the calculations by which they can determine if
they are required to notify their interest in, or a change to their
interest in, the Company following Admission.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirely (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE
GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS
ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S
CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT
PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE
TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS",
"INTS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY
OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE
EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT
CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS
OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES
AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR
RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER
OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE
INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO
THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS
GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT
AS REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE AIM RULES OR
APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR
REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT
OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN
THIS ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND NO STATEMENT
IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS
PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS
WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS
PER SHARE OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVENT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
In this Appendix, unless the context requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or Numis Securities Ltd
("Numis"), the Company's nominated adviser, or any of their
respective affiliates (within the meaning of Rule 405 under the US
Securities Act of 1933, as amended (the "Securities Act")
("Affiliates") or any of such persons' directors, officers or
employees or any other person as to the accuracy, completeness or
fairness of the information or opinions contained in this
Announcement and no liability whatsoever is accepted by the
Company, Numis or any of such persons' Affiliates, directors,
officers or employees or any other person for any loss howsoever
arising, directly or indirectly, from any use of such information
or opinions or otherwise arising in connection therewith.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful. In particular the Placing Shares referred to in
this Announcement have not been and will not be registered under
the Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States and will be
offered or sold only outside of the United States in accordance
with Regulation S under the Securities Act.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of United States, Australia, Canada, 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 the United States, Australia, Canada, Japan or South Africa or
any other jurisdiction outside the United Kingdom.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company and
Numis to inform themselves about, and observe, any such
restrictions.
1. Details of the Placing
1.1 Numis has today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to certain
conditions, Numis, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure placees
("Placees") for the Placing Shares at the Placing Price or, failing
which, to subscribe as principal for the Placing Shares itself.
1.2 The Placing Shares 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 dividends and other
distributions declared or made after the date of issue of the
Placing Shares.
2. Applications for admission to trading
2.1 Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on its AIM market.
2.2 It is expected that Admission will become effective at
8.00am on 16 February 2017 ("Admission") and that dealings in the
Placing Shares will commence at that time.
3. Participation in, and principal terms of, the Placing
3.1 Numis is acting as sole bookrunner and as agent for the
Company in connection with the Placing, Application and Admission.
Numis is authorised and regulated in the United Kingdom by the FCA,
and is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Numis or for
providing advice in relation to the matters described in this
Announcement. Participation in the Placing is only available to
persons who may lawfully be, and are invited to participate in it
by Numis. Numis and its affiliates are each entitled to participate
in the Placing as principal.
3.2 The placing price will be a fixed price of 330 pence per
Placing Share (the "Placing Price"). No commissions will be paid to
Placees or by the Placees in respect of any Placing Shares.
3.3 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by Numis or one of its
affiliates, and a contract note will be dispatched as soon as
practicable thereafter as evidence of such Placee's allocation and
commitment. The terms and conditions of this Appendix will be
deemed incorporated into the contract note. That oral confirmation
will constitute an irrevocable legally binding commitment upon that
person (who at that point will become a Placee) in favour of the
Company and Numis 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. An offer to acquire Placing Shares, which
has been communicated by a prospective Placee to Numis which has
not been withdrawn or revoked prior to publication of this
Announcement shall not be capable of withdrawal or revocation
immediately following the publication of this Announcement without
the consent of Numis.
3.4 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Numis (as agent of the
Company), 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 such Placee has agreed to subscribe for and the
Company has agreed to allot and issue to that Placee. Each Placee's
obligation will be owed to the Company and to Numis.
3.5 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be 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".
3.6 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement".
3.7 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
3.8 To the fullest extent permitted by law and applicable FCA
rules, neither (i) Numis, (ii) any of its directors, officers,
employees or consultants, or (iii) to the extent not contained with
(i) or (ii), any person connected with Numis as defined in FSMA
((i), (ii) and (iii) being together "affiliates" and individually
an "affiliate"), shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
person other than the Company in respect of the Placing.
4. Conditions of the Placing
4.1 Numis' obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, amongst other things:
(a) the warranties in the Placing Agreement being true and
accurate and not misleading on and as of the date of the Placing
Agreement and again at Admission by reference to the facts and
circumstances then subsisting on each such date, save where in the
opinion of Numis (acting in good faith) any untruth, inaccuracy or
misleading statement is immaterial in the context of the Placing,
the Application or Admission;
(b) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(c) certain publication of announcement obligations (including
with respect to this Announcement);
(d) the compliance by the Company with all its material
obligations, and the satisfaction by the Company of all the
conditions which are to be satisfied by it, under the Placing
Agreement or under the terms and conditions of the Placing, which
are required to be performed or satisfied on or prior to
Admission;
(e) the obligations of Numis under the Placing Agreement not
having been terminated prior to Admission; and
(f) Admission occurring by 8:00am on 16 February 2017 (or such
later time and date as Numis and the Company may agree not being
later than 8:00am on 23 February 2017).
4.2 If (i) any condition contained in the Placing Agreement in
relation to the Placing Shares is not fulfilled or waived by Numis,
by the respective time or date where specified (or such later time
or date as the Company and Numis may agree), (ii) any such
condition becomes incapable of being fulfilled or (iii) the Placing
Agreement is terminated in accordance with its terms, the Placing
will not proceed and the Placee's rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
4.3 Numis may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
conditions in the Placing Agreement, save that conditions (b) and
(f) above relating to Admission may not be waived. Any such
extension or waiver will not affect the Placees' commitments as set
out in this Announcement.
4.4 Neither Numis nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time 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 Numis.
5. Termination of the Placing Agreement
5.1 Numis is entitled, at any time prior to Admission, to
terminate the Placing Agreement in respect of the Placing Shares in
accordance with the terms of the Placing Agreement by giving notice
to the Company in certain circumstances, including a breach of the
warranties given to the Numis in the Placing Agreement, which Numis
considers to be material in the context of the Placing, Application
or Admission, the failure of the Company to comply with its
material obligations under the Placing Agreement, a material
adverse change in the Group's or Enlarged Group's condition or
prospects or the occurrence of a force majeure event which, in the
opinion of Numis (acting in good faith), makes it impractical or
inadvisable to proceed with the Placing.
5.2 By participating in the Placing, Placees agree that the
exercise by Numis of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Numis and that it need not make any reference to Placees and
that it nor the Company (or its directors, officers or employees)
shall have no liability to Placees whatsoever in connection with
any such exercise.
6. No prospectus
6.1 No offering document or prospectus has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement
(including this Appendix) and the Exchange Information (as defined
below).
6.2 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Numis or any other person and
neither Numis nor the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which
the Placees may have obtained or received. Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the Placing Shares (ISIN:
GB00BVFCZV34) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Numis reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees in certificated form if, in Numis' opinion,
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
7.2 Each Placee allocated Placing Shares in the Placing will be
sent a contract note in accordance with the standing arrangements
in place with Numis, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Numis and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with
Numis.
7.3 The Company will deliver the Placing Shares a CREST account
operated by Numis as agent for the Company and Numis will enter its
delivery (DEL) instruction into the CREST system. Numis 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.
7.4 It is expected that settlement will take place on 16
February 2017 in accordance with the instructions set out in the
contract note.
7.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
7.6 Each Placee agrees that, if it does not comply with these
obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis' 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.
7.7 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.
7.8 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.
7.9 Placees will not be entitled to receive any fee or
commission in connection with the Placing.
8. Representations and warranties
8.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) that:
(a) it has read and understood the Announcement (including the
Appendix) and the Acquisition Announcement in its entirety and its
subscription for the Placing Shares is subject to and based on the
terms and conditions of the Placing as referred to and included in
the Announcement and undertakes not to redistribute or duplicate
this Announcement;
(b) no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing;
(c) the Ordinary Shares are listed on AIM and are admitted to
trading on the London Stock Exchange, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the London Stock
Exchange and/or the FCA (collectively "Exchange Information"),
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information or comparable information concerning any other publicly
traded company without undue difficulty;
(d) (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) none of Numis, the Company, any of their respective affiliates
or any person acting on behalf of any of them has provided, or will
provide it, with any material regarding the Placing Shares in
addition to this Announcement; and (iii) it has not requested
Numis, the Company or any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(e) the content of this Announcement is exclusively the
responsibility of the Company and that none of Numis, its
affiliates or any person acting on its or their behalf has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company 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 elsewhere;
(f) the only information on which it has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information and that it has not
received or relied on any information given or any representations,
warranties or statements, express or implied, made by Numis or the
Company or any of their affiliates or any person acting on behalf
of any of them and none of Numis, the Company, any of their
affiliates or any person acting on behalf of any of them will be
liable for its decision to accept an invitation to participate in
the Placing based on any information, representation, warranty or
statement other than that contained in this Announcement and any
Exchange Information;
(g) it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this
invitation to participate in the Placing and is not purchasing
Placing Shares on the basis of material non-public information;
(h) it has the funds available to pay for the Placing Shares it
has agreed to subscribe for and acknowledges, agrees and undertakes
that it will pay the total subscription amount in accordance with
the terms of this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other placees or sold at such price as Numis determines;
(i) it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
(j) it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, the United States, Australia,
Canada, Japan or South Africa, and it acknowledges and agrees that
the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan or South Africa and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
(k) (i) 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, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, (ii) it will not offer, sell or deliver,
directly or indirectly, any Placing Shares in or into the United
States other than pursuant to an effective registration under the
Securities Act or in a transaction exempt from, or not subject to,
the registration requirements thereunder and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States, and (iii) it is outside of the United States,
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 acquire the Placing Shares is given and is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act;
(l) it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (high net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (ii) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) of Directive 2003/71/EC as amended (the "Prospectus
Directive"). For such purposes, it undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business only;
(m) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Numis in its
capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised
person;
(n) it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
(o) it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or
an offer to the public in any other member state of the European
Economic Area within the meaning of the Prospectus Directive (which
includes any relevant implementing measure in any Member State of
the European Economic Area);
(p) it has not been engaged to subscribe for the Placing Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
(q) it is aware of and acknowledges that it is required to
comply with its obligations in connection with money laundering
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations 2007 (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;
(r) it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
(s) the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it subscribes for Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability;
(t) it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to subscribe for the
Placing Shares and acknowledges and agrees that none of Numis, the
Company, any of their respective affiliates or any person acting on
behalf of them will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing, and agrees to
indemnify the Company and Numis on an after--tax basis in respect
of the same, on the basis that the Placing Shares will be allotted
to the CREST stock account of Numis who will hold them as nominee
on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
(u) none of Numis, any of its affiliates or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
(v) none of Numis, any of its affiliates or any person acting on
behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and
will not be a client of Numis and that Numis has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of its rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
(w) in order to ensure compliance with the Money Laundering
Regulations 2007, Numis (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Numis or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Numis' absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form, may be retained at Numis' or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Numis
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Numis
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
(x) Numis may, and its affiliates acting as an investor for its
or their own account(s) may subscribe for and/or purchase Placing
Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Numis and/or any of their respective affiliates acting
as an investor for its or their own account(s). Neither Numis nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
(y) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, 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 Company or
Numis 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;
(z) the Company and Numis and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to Numis, on its own behalf and on
behalf of the Company, and are irrevocable;
(aa) it irrevocably appoints any duly authorised officer of
Numis as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
(bb) it will indemnify on an after tax basis and hold the
Company, Numis and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, undertakings, agreements and
acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(cc) it has knowledge and experience in financial, business and
international investment matters and is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain a complete loss in connection with
the Placing; and (iii) it has relied upon its own examination and
due diligence of the Company and its associates taken as a whole,
and the terms of the Placing, including the merits and risks
involved and has satisfied itself concerning the relevant tax,
legal, currency and other economic consideration relevant to its
subscription for Placing Shares; and
(dd) its commitment to subscribe for Placing Shares on the terms
set out herein 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 Company's conduct of the Placing.
8.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Numis for
itself and on behalf of the Company and are irrevocable.
8.3 The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Numis will be responsible, and the Placee to whom (or on behalf of
whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Numis in the
event that any of the Company and/or Numis has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Numis
accordingly.
8.4 In addition, Placees should note that they will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the subscription by them of any Placing Shares or the agreement by
them to subscribe for any Placing Shares.
8.5 Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Numis does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
8.6 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Numis or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
8.7 When a Placee or person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business; and the Placee will rank only as a general
creditor of Numis (as applicable).
8.8 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
8.9 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.
8.10 All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition" - the acquisition of LUZ, Inc. by RWS US Holding
Co Inc., a subsidiary of the Company
"Acquisition Announcement" - the announcement issued by the
Company on 17 February 2017 in connection with the Acquisition
"Admission" - admission of the Placing Shares to trading on the
London Stock Exchange's AIM market
"AIM Rules" - the AIM Rules for Companies published by the
London Stock Exchange
"Announcement" - this announcement (including the Appendix to
this announcement)
"Company" - RWS Holdings plc
"CREST" - the relevant system (as defined in the Uncertificated
Securities Regulations 2001) for the paperless settlement of trades
and the holding of uncertificated securities operated by Euroclear
UK & Ireland Limited
"Enlarged Group" - the Group as enlarged by the Acquisition
"FCA" - the Financial Conduct Authority
"FSMA" - the Financial Services and Markets Act of 2000 (as
amended)
"Group" - the Company and its subsidiary undertakings prior to
completion of the Acquisition
"London Stock Exchange" - London Stock Exchange plc
"Numis" - Numis Securities Limited
"Ordinary Shares" - ordinary shares of 1 pence each in the
capital of the Company
"Placing" - the conditional placing of the Placing Shares at the
Placing Price by Numis as agent for and on behalf of the Company
pursuant to the terms of the Placing Agreement
"Placing Agreement" - the agreement dated 14 February 2017
between the Company and Numis relating to the Placing
"Placing Price" - 330 pence per Placing Share
"Placing Shares" - 12,121,300 new Ordinary Shares to be issued
in connection with the Placing
"Prospectus Directive" - the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC, as
amended
"Securities Act" - the United States Securities Act of 1933, as
amended
"UK" or "United Kingdom" - the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" - United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia and all other areas subject to
its jurisdiction
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQEAEADFALXEAF
(END) Dow Jones Newswires
February 14, 2017 02:00 ET (07:00 GMT)