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Aberdeen Stand.Euro. (ASLI)

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Wednesday 10 March, 2021

Aberdeen Stand.Euro.

Proposed Placing

RNS Number : 7129R
Aberdeen Standard Eur Lgstc Inc PLC
10 March 2021
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION

 

10 March 2021

 

Aberdeen Standard European Logistics Income PLC

LEI: 213800I9IYIKKNRT3G50

 

Proposed Placing

 

The Board of Aberdeen Standard European Logistics Income PLC (the "Company" or "ASLI") is pleased to announce that it proposes to raise additional equity capital through the issue of new ordinary shares in the capital of the Company ("New Ordinary Shares") by way of a non-pre-emptive Issue (the "Issue").

As noted in the unaudited 31 December 2020 net asset value announcement of 24 February 2021, the Company expects to complete shortly the acquisition of a recently constructed 31,500 square metre warehouse in Poland, for approximately €28 million, reflecting a net initial yield of 5.5%. This will represent the Company's fifteenth asset and result in a portfolio valuation of over €450 million [1] .

Given the above, and in light of the attractive pipeline of investment opportunities that the Investment Manager is continuing to evaluate, the Board believes that it is an appropriate point at which to seek to raise money through the issue of New Ordinary Shares.

Details of the Issue and expected timetable

Under the terms of the Issue, the Company intends to issue up to 18.45 million New Ordinary Shares, representing the total remaining authority granted by Shareholders at the Annual General Meeting of the Company held on 30 June 2020.

The Issue will be non-pre-emptive and will be launched immediately following this announcement, when Investec will commence a book-building process to determine the level of demand from potential investors for participation in the Issue. The number of New Ordinary Shares to be issued and the price per New Ordinary Share (the "Strike Price") will be agreed between Investec and the Company following close of the book-build at noon on Friday 12 March 2021 and announced shortly thereafter.

The New Ordinary Shares are not being offered at a fixed price. To bid in the book-build, investors should communicate their bid (or bids) by telephone to their usual sales contact at Investec Bank plc ("Investec"). Each bid should state the number of New Ordinary Shares for which the prospective investor wishes to subscribe and the price or price range that the prospective investor is offering to pay; any bid price must be in Sterling for a full pence or half pence amount. The Strike Price will be in excess of the Company's latest net asset value per ordinary share plus the costs of the Issue, applying the Sterling/Euro exchange rate quoted below.

By way of information, on 24 February 2021, the Company announced its unaudited net asset value per ordinary share as at 31 December 2020, being 120.1 Euro cents. Applying a Sterling/Euro exchange rate of €1.166/£1 as at 9 March 2021, the net asset value per ordinary share in Sterling terms equals 103.0 pence per ordinary share. The closing market price of the Company's ordinary shares on 9 March 2021 was 113.0 pence. For the avoidance of doubt, the New Ordinary Shares to be issued will not qualify for the fourth quarterly dividend of 1.41 Euro cents declared on 24 February 2021, to be paid to ordinary shareholders on the register on 5 March 2021.

The book-building process is expected to close at 12.00 noon (London time) on Friday 12 March 2021 but may close earlier or later at the discretion of the Company and Investec. Investec may, in agreement with the Company, accept bids that are received after the book-building has closed.

In addition, the Company is providing private investors, who are either professionally advised or financially sophisticated, with an opportunity to participate in the Issue, via PrimaryBid (the "PrimaryBid Offer"). A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms.

By choosing to participate in the Issue and by making an oral and legally binding offer to subscribe for New Ordinary Shares, investors will be deemed to have read and understood this Announcement, including Appendix 1, and any subsequent announcement related to the Issue in its entirety and to be making such offer on the terms and subject to the conditions set out in the Appendix, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Application for Admission

Application will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium segment of the Official List and to London Stock Exchange plc for admission to trading of the New Ordinary Shares on its main market for listed securities (the "Main Market"), (together, "Admission").  It is expected that Admission will become effective, and that dealings in the New Ordinary Shares on the Main Market will commence, on or around 16 March 2021.

Expected Timetable

Issue opens

10 March 2021

Latest time and date for applications under the Issue

12.00 noon on Friday 12 March 2021

Results of the Issue announced

2.00 p.m. on Friday 12 March 2021

Admission and commencement of dealings in New Ordinary Shares

8.00 a.m. on Tuesday 16 March 2021

 

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Investec) bring forward or postpone the closing time and date for the Issue. In the event that a date or time is changed, the Company will notify persons who have applied for New Ordinary Shares by electronic mail or by the publication of a notice through a Regulatory Information Service. References to times are to London times unless otherwise stated.

The ticker for the Company's ordinary shares is ASLI. The ISIN for the Company's ordinary shares is GB00BD9PXH49 and the SEDOL is BD9PXH4. 

The Company currently has 244,500,001 ordinary shares in issue. The Company holds no shares in treasury. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. 

Investors should note that the Company's net asset value for the period ended 31 December 2020 has not been audited. 

The information contained in this announcement constitutes inside information. The person responsible for the release of this announcement on behalf of the Company is Aberdeen Asset Management PLC. 

[1] Using the 31 December 2020 unaudited NAV plus the expected acquisition value of the fifteenth asset

For further information please contact:

Aberdeen Asset Management PLC  +44 (0) 20 7463 6000

Luke Mason

Gary Jones

 

Investec Bank plc                                                +44 (0) 20 7597 4000

Dominic Waters

Neil Brierley

Will Barnett

David Yovichic

Denis Flanagan

 

FTI Consulting                                                     +44 (0) 20 3727 1000

Dido Laurimore

Richard Gotla

James McEwan

Important Notices

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT (THE "APPENDIX")) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the New Ordinary Shares will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the New Ordinary Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.

This communication is not addressed to, or directed at, persons in member states of the European Economic Area.  In the United Kingdom, this communication is being distributed only to, and is directed only at, "qualified investors" (as defined in the UK version of the Prospectus Regulation, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time)): (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in the United Kingdom by persons who are not relevant persons.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision.  This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Manager, Investec or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

Each of the Company, the Investment Manager, Investec and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.  Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement.  The information contained in this announcement will not be updated.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulatory Authority, is acting for the Company and no one else in connection with the Issue, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Investec or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.

In accordance with the UK version of the Packaged Retail and Insurance-based Investment Products Regulation (EU) No 1286/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time), the Key Information Document relating to the Company is available to investors at www.eurologisticsincome.co.uk .

 

 

Appendix

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ISSUE (AS DEFINED BELOW). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS IN THE UNITED KINGDOM: (A) WHO ARE QUALIFIED INVESTORS PURSUANT TO THE UK VERSION OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AND REPEALING DIRECTIVE 2003/71/EC, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY THE PROSPECTUS (AMENDMENT, ETC) (EU EXIT) REGULATIONS 2019 ("QUALIFIED INVESTORS"), (B) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY (AS DEFINED BELOW).

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THE NEW ORDINARY SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS 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 WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE 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 RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE NEW ORDINARY SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE NEW ORDINARY SHARES.

Terms used but not otherwise defined in this Appendix to the Announcement have the meaning attributed to them in the Announcement (including the "Important Notices" section of the Announcement) unless the context otherwise requires.

Persons who are invited to and who choose to participate in the Issue (the "Issue") of the New Ordinary Shares by making an oral or written offer to acquire New Ordinary Shares (including any individuals, funds or others on whose behalf a commitment to acquire New Ordinary Shares is given) ("Placees") will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Issue on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix. In particular, each such Placee represents, warrants, acknowledges and agrees to each of Aberdeen Standard European Logistics Income Plc (the "Company") and Investec Bank plc ("Investec") that:

1.  it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;

2.  if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for New Ordinary Shares under the Issue and will not be any such person on the date any such agreement to subscribe under the Issue is accepted;

3.  it is acquiring the New Ordinary Shares for its own account or is acquiring the New Ordinary Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

4.  it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement (including this Appendix);

5.  it understands that the New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S of the Securities Act ("Regulation S")) except pursuant to an 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;

6.  it and the person(s), if any, for whose account or benefit it is acquiring the New Ordinary Shares are (a)(i) outside the United States and will be outside the United States at the time the New Ordinary Shares are acquired by it and (ii) not a US Person and are acquiring the New Ordinary Shares in an "offshore transaction" within the meaning of Regulation S and are not acquiring the New Ordinary Shares for the account or benefit of a US Person; and

7.  unless the Company expressly consents otherwise in writing, no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of: (a) an "employee benefit plan" as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (b) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (c) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code. In addition, if a Placee is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

8.  if any New Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect, unless otherwise determined by the Company in accordance with applicable law:

"ABERDEEN STANDARD EUROPEAN LOGISTICS INCOME PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED. IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.";

9.  if in the future the Placee decides to offer, sell, transfer, assign or otherwise dispose of its New Ordinary Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the US Investment Company Act of 1940 (as amended) (the "US Investment Company Act"). It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the articles of association of the Company;

10.  it is purchasing the New Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the New Ordinary Shares in any manner that would violate the Securities Act, the US Investment Company Act or any other applicable securities laws;

11.  it acknowledges that the Company reserves the right to make inquiries of any holder of the New Ordinary Shares or interests therein at any time as to such person's status under US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under US securities laws to transfer such New Ordinary Shares or interests in accordance with the articles of association of the Company;

12.  it acknowledges and understands that the Company is required to comply with UK law and regulation implementing various intergovernmental agreements relating to the automatic exchange of information for international tax compliance ("Exchange of Information Requirements"). It agrees to furnish any information and documents, which the Company may from time to time request for the purpose of compliance with the Exchange of Information Requirements and it further consents to allowing and authorising the Company to disclose and supply any information, forms or documentation to HM Revenue & Customs (who may, if required, in turn pass it on to the tax authorities of any other relevant jurisdiction) and, to the extent relevant it shall procure that the beneficial owner of the New Ordinary Shares provides such consent and authorisation to the Company in respect of any such information forms or documents relating to it; and

13.  the Company and Investec will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Issue or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

No representation is made by the Company or Investec to any Placees regarding an investment in the New Ordinary Shares.

Bookbuild

Investec will today commence the bookbuilding process in respect of the Issue (the "Bookbuild") to determine demand for participation in the Issue by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Issue. No commissions will be paid to Placees or by Placees in respect of any New Ordinary Shares. Members of the public are not entitled to participate in the Issue.

Investec and the Company shall be entitled to effect the Issue by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Details of the New Ordinary Shares

The New Ordinary 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 all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the New Ordinary Shares.

Applications for listing and admission to trading

Applications will be made to the Financial Conduct Authority (the "FCA") for admission of the New Ordinary Shares to listing on the premium listing segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission of the New Ordinary Shares to trading on the premium segment of the main market for listed securities of the London Stock Exchange (the "Main Market") (together, "Admission").

It is expected that Admission will become effective at or around 8.00 a.m. on 16 March 2021 and that dealings in the New Ordinary Shares will commence at that time.

Participation in, and principal terms of, the Issue

1.  Investec is acting as the bookrunner and agent of the Company in connection with the Issue.

2.  Participation in the Issue will only be available to persons who may lawfully be, and are, invited to participate by Investec. Investec and its agents and affiliates are entitled to enter bids in the Bookbuild as principal.

3.  The final number of New Ordinary Shares will be determined by Investec (but after consultation with the Company) following completion of the Bookbuild. The number of New Ordinary Shares will be announced on a FCA-listed regulatory information service (a "Regulatory Information Service") following the completion of the Bookbuild.

4.  To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Investec. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to subscribe for at the Strike Price. Bids may be scaled down by Investec on the basis referred to in paragraph 11 below.

5.  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with Investec's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and Investec. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Investec as agent of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Strike Price and the number of New Ordinary Shares such Placee has agreed to subscribe for and the Company has agreed to allot to them.

6.  The Bookbuild is expected to close at 12.00 noon on 12 March 2021, but may be closed earlier or later at the absolute discretion of Investec. Investec 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 Investec in its absolute discretion (but after consultation with the Company) and will be confirmed orally or in writing by Investec (as agent of the Company) following the close of the Bookbuild. This 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 Investec and the Company to subscribe for the number of New Ordinary Shares allocated to it at the Strike Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.

8.  All obligations under the Bookbuild and Issue will be subject to fulfilment or, where applicable, waiver of the conditions referred to below under "Conditions of the Issue".

9.  By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Issue will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10.  Each prospective Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by Investec. The terms of this Appendix will be deemed incorporated by reference therein.

11.  Subject to paragraphs 5 and 6 above, Investec may choose to accept bids, either in whole or in part, on the basis of allocations determined by Investec, in its absolute discretion, but after consultation with the Company and may scale down any bids for this purpose on such basis as they may determine. Investec may also, notwithstanding paragraphs 5 and 6 above, (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate New Ordinary Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with Investec) to reduce or seek to increase the amount to be raised pursuant to the Issue.

12.  Except as required by law or regulation, no press release or other announcement will be made by Investec or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

13.  Irrespective of the time at which a Placee's allocation pursuant to the Issue is confirmed, settlement for all New Ordinary Shares to be subscribed for pursuant to the Issue will be required to be made at the same time, on the basis explained below under "Registration and settlement".

14.  To the fullest extent permissible by law, neither Investec nor the Company or any of their respective affiliates or any of their respective agents, directors, officers, employees or advisers (collectively, "Representatives") shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Investec, the Company, or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Issue as Investec and the Company may agree.

Conditions of the Issue

The obligations of Investec under the Issue in respect of the New Ordinary Shares are conditional on, inter alia:

15.  Admission occurring not later than 8.00 a.m. on 16 March 2021 (or such later date and time as may be agreed between the Company and Investec);

16.  there not having occurred or arisen prior to Admission any material new factor, mistake or inaccuracy relating to the information included in this Announcement;

17.  the Company allotting, subject only to Admission, the New Ordinary Shares; and

Investec has discretion to waive compliance with certain of the conditions and/or agree an extension in time for their satisfaction. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If any of the conditions described above are not fulfilled (or, where permitted, waived or extended by Investec) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as Investec may agree) the Issue will not proceed and the Placees' rights and obligations hereunder in relation to the New Ordinary Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Neither Investec nor any of its affiliates nor any of its Representatives shall have any responsibility or 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 Issue nor for any decision they may make as to the satisfaction of any condition or in respect of the Issue generally, and by participating in the Issue each Placee agrees that any such decision is in the absolute discretion of Investec.

No prospectus

No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange or in any other jurisdiction in relation to the Issue and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published. Placees' commitments will be made solely on the basis of their own assessment of the Company, the Issue and the New Ordinary Shares based on information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note or trade confirmation to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Issue, agrees that the content of this Announcement and all other publicly available information previously and simultaneously released by or on behalf of the Company is exclusively the responsibility of the Company and has not be independently verified by Investec. Each Placee, by accepting a participation in the Issue, further confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Investec or any other person and neither Investec nor the Company nor any of their respective affiliates nor any of their respective Representatives will be liable for any Placee's decision to participate in the Issue based on any other information, representation, warranty or statement which the Placee 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 Issue. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person. In this Appendix references to "Prospectus Regulation" shall mean UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019.

Registration and settlement

Settlement of transactions in the New Ordinary Shares (ISIN: GB00BD9PXH49) following Admission will take place within the CREST system, subject to certain exceptions. Investec and the Company reserve the right to require settlement for and delivery of the New Ordinary Shares (or a portion thereof) to Placees in certificated form or by such other means that they deem necessary 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 New Ordinary Shares in the Issue will be sent a contract note or trade confirmation stating the number of New Ordinary Shares to be allocated to it at the Strike Price and settlement instructions. It is expected that any such contract note will be despatched on or around 12 March 2021 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Investec.

The Company will deliver the New Ordinary Shares to a CREST account operated by Investec as agent for the Company and Investec will enter its delivery 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 New Ordinary Shares to that Placee against payment.

It is expected that settlement will be on 16 March 2021 and on a delivery versus payment basis in accordance with the instructions given to Investec.

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 Investec.

Each Placee is deemed to agree that, if it does not comply with these obligations, Investec may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of Investec, 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 or other similar taxes (together with any interest or penalties thereon) imposed in any jurisdiction which may arise upon the sale of such New Ordinary Shares on such Placee's behalf. By communicating a bid for New Ordinary Shares, each Placee confers on Investec all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Investec lawfully takes on such Placee's behalf.

If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as New Ordinary 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 New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the New Ordinary Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary Shares), neither Investec nor the Company shall be responsible for the payment thereof.

Placees will not be entitled to receive any fee or commission in connection with the Issue.

Representations and warranties

By submitting a bid and/or participating in the Issue, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Investec and the Company, in each case as a fundamental term of its application for New Ordinary Shares, that:

1.  it has read and understood this Announcement (including this Appendix) in its entirety and that its participation in the Bookbuild and the Issue and its acquisition of New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Issue, the Company, the New Ordinary Shares or otherwise;

2.  no offering document or prospectus has been or will be prepared in connection with the Issue or is required under the Prospectus Regulation and it has not received and will not receive a prospectus or other offering document in connection with Admission, the Bookbuild, the Issue, the Company or the New Ordinary Shares;

3.  the Issue does not constitute a recommendation or financial product advice and Investec have not had regard to its particular objectives, financial situation and needs;

4.  it has neither received nor relied on any "inside information" as defined in the UK version of Regulation (EU) No 596/2014 of the European Parliament and of the Council on 16 April 2014 on market abuse, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") concerning the Company or its shares or other securities or related financial instruments in accepting its invitation to participate in the Issue;

5.  it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire New Ordinary Shares and to execute and deliver all documents necessary for such subscription and/or acquisition;

6.  neither Investec nor the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and none of them will provide, it with any material regarding the New Ordinary Shares or the Company or any other person other than this Announcement, nor has it requested any of Investec, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material;

7.  (i) it has made its own assessment of the Company, the New Ordinary Shares and the terms of the Issue based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Ordinary Shares are admitted to listing on the Official List and admitted to trading on the Main Market and the Company is therefore required to publish certain business and financial information in accordance with the rules of the FCA and the rules and practices of the London Stock Exchange and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Issue and the New Ordinary Shares, as well as the opportunity to ask questions) concerning the Company, the Issue and the New Ordinary Shares as it has deemed necessary in connection with its own investment decision to acquire any of the New Ordinary Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Issue;

8.  (i) neither the Company nor Investec nor any of their respective affiliates has made any warranties or representations to it, express or implied, with respect to the Company, the Issue and the New Ordinary Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold Investec or any of their respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

9.  the content of this Announcement is exclusively the responsibility of the Company and that none of Investec nor any of its affiliates nor any of its Representatives nor any person acting on its behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Issue based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise. 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 acquire the New Ordinary Shares is contained in this Announcement and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary and/or appropriate to make an investment decision in respect of the New Ordinary Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by either of Investec or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and neither Investec nor the Company nor any of their respective affiliates nor any of their respective Representatives will be liable for any Placee's decision to accept an invitation to participate in the Issue based on any other information, representation, warranty or statement;

10.  in making any decision to take up New Ordinary Shares, it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the New Ordinary Shares. It further confirms that it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates 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 Issue. It further confirms that it has relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Issue, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of Investec;

11.  (i) it and each account it represents is not and, at the time the New Ordinary Shares are acquired, will not be, a resident of Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the New Ordinary Shares, and it and each account it represents is either (a) outside the United States and will be outside the United States at the time the New Ordinary Shares are acquired by it and (b) acquiring the New Ordinary Shares in an "offshore transaction" within the meaning of Regulation S; (ii) it is not acquiring any of the New Ordinary Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act;

12.  it understands, and each account it represents has been advised, that the New Ordinary Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of the United States, Australia, Canada, the Republic of South Africa, Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions;

13.  it understands, and each account it represents has been advised that, (i) the New Ordinary Shares have not been and will not be registered under the Securities Act or with any regulatory authority of any other state or other jurisdiction of the United States; (ii) the New Ordinary Shares are being offered and sold only in "offshore transactions" within the meaning of and pursuant to Regulation S under the Securities Act; and (iii) the New Ordinary Shares may only be reoffered or resold in transactions exempt from, or not subject to, the registration requirements of the Securities Act and no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the New Ordinary Shares;

14.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Issue (including any electronic copies thereof), directly or indirectly, whether in whole or in part, in or into the United States, Australia, Canada the Republic of South Africa or Japan;

15.  if it is a pension fund or investment company, its acquisition of New Ordinary Shares is in full compliance with applicable laws and regulations;

16.  neither it, nor the person specified by it for registration as holder of New Ordinary Shares is, or is acting as nominee or agent for, and the New Ordinary Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

17.  it has complied with its obligations under the Criminal Justice Act 1993, MAR and any delegating acts, implementing acts, technical standards and guidelines thereunder, and in connection with money laundering and terrorist financing, under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (the "Regulations") and the Money Laundering Sourcebook of the FCA 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;

18.  if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation: (a) any New Ordinary Shares acquired by it in the Issue will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of Investec has been given to each such proposed offer or resale; or (b) where New Ordinary Shares will be acquired by it on behalf of persons in the United Kingdom other than Relevant Persons, the offer of those New Ordinary Shares will not be treated under the Prospectus Regulation as having been made to such persons;

19.  it is not in a member state of the EEA;

20.  if it is in the United Kingdom, it and any person acting on its behalf is (a) a Qualified Investor and (b) falls within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any New Ordinary Shares that are allocated to it for the purposes of its business only;

21.  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA")) relating to the New Ordinary Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

22.  it has complied and will comply with all applicable laws (including all relevant provisions of FSMA) with respect to anything done by it in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;

23.  that no action has been or will be taken by either the Company or Investec or any person acting on behalf of the Company or Investec that would, or is intended to, permit a public offer of the New Ordinary Shares in any country or jurisdiction where any such action for that purpose is required;

24.  it is acting as principal only in respect of the Issue 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, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Investec for the performance of all its obligations as a Placee in respect of the Issue (regardless of the fact that it is acting for another person);

25.  it and any person acting on its behalf is entitled to acquire the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it and 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 Investec, the Company or any of their respective affiliates or any of their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Issue;

26.  it (and any person acting on its behalf) has the funds available to pay for, and has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Issue 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;

27.  it (and any person acting on its behalf) will make payment for the New Ordinary Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other persons or sold as Investec may in its absolute discretion determine and without liability to such Placee, and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Strike Price and the number of New Ordinary Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's New Ordinary Shares on its behalf;

28.  its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to acquire, and that Investec or the Company may call upon it to acquire a lower number of New Ordinary Shares (if any), but in no event in aggregate more than the aforementioned maximum;

29.  neither Investec nor any of its affiliates nor any of its Representatives nor any person acting on behalf of any of them, are making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Issue and participation in the Issue is on the basis that it is not and will not be a client of Investec and Investec has no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for giving advice in relation to the Issue;

30.  the person whom it specifies for registration as holder of the New Ordinary Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Investec nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify on an after-tax basis and hold harmless the Company, each of Investec and its affiliates and each of its Representatives in respect of the same on an after-tax basis on the basis that the New Ordinary Shares will be allotted to the CREST stock account of Investec who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

31.  it will indemnify, on an after-tax basis, and hold harmless the Company, Investec and their respective affiliates and their respective Representatives from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising, directly or indirectly, out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Issue;

32.  in connection with the Issue, Investec and any of its affiliates acting as an investor for their own account may acquire New Ordinary Shares and in that capacity may acquire, retain, purchase or sell for their own account such Ordinary 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 Issue. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares to Investec and its affiliates in such capacity. In addition, Investec may enter into financing arrangements and swaps with investors in connection with which Investec may from time to time acquire, hold or dispose of such securities of the Company, including the New Ordinary Shares. Investec does 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;

33.  its commitment to acquire New Ordinary Shares on the terms set out in this Announcement (including this Appendix) and in the contract note or trade confirmation will continue notwithstanding any amendment that may in the future be made to the terms and conditions of the Issue and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Investec' conduct of the Issue;

34.  time shall be of the essence as regards its obligations to settle payment for the New Ordinary Shares and to comply with its other obligations under the Issue;

35.  these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including 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 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 agreements and such non-contractual obligations, except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by Investec 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; and

36.  the Company, Investec and their respective affiliates and their respective Representatives and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, indemnities, undertakings and agreements set forth herein and which are given to Investec on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and Investec 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. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of New Ordinary Shares is no longer accurate, it shall promptly notify the Company and Investec.

The agreement to allot and issue New Ordinary Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Ordinary Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty and representation from each Placee, that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor Investec will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Investec and their respective affiliates and their respective Representatives for any stamp duty or stamp duty reserve tax or other similar tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Investec accordingly.

Neither the Company nor Investec is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any New Ordinary Shares or the agreement by a Placee to acquire any New Ordinary Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Investec and their respective affiliates and their respective Representatives from any and all interest, fines or penalties in relation to any such duties or 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 should seek its own advice as to whether any of the above tax liabilities arise and notify Investec accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that Investec and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the New Ordinary Shares.   Each Placee acknowledges and is aware that Investec is receiving a fee in connection with its role in respect of the Issue. When a Placee or person acting on behalf of the Placee is dealing with Investec any money held in an account with Investec 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 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 Investec's money in accordance with the client money rules and will be used by Investec in the course of its own business; and the Placee will rank only as a general creditor of Investec.

The rights and remedies of Investec 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.

All times and dates in this Announcement may be subject to amendment by Investec (in its absolute discretion). Investec shall notify the Placees and any persons acting on behalf of the Placees of any changes.

In the case of a joint agreement to subscribe for New Ordinary Shares under a Issue, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

In this Announcement, "after--tax basis" means in relation to any payment made to the Company, Investec or their respective affiliates, agents, directors, officers and employees pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

 

 

 

 

 

 

 

 

 

 

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