Proposed Placing and PrimaryBid Offer
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
6 July 2022
AO World PLC
("AO World" or the "Company")
Proposed Placing and PrimaryBid Offer
AO World, a leading online electricals retailer, announces its intention to conduct a placing of new ordinary shares of 0.25p each ("Ordinary Shares") in the capital of the Company (the "Placing") at a price of 43 pence per share ("Placing Price"). In addition to the Placing, there will be a separate offer of new Ordinary Shares at the Placing Price via the PrimaryBid platform (the "PrimaryBid Offer"). A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms.
The new Ordinary Shares issued pursuant to the Placing and the Primary Bid Offer (together, the "Capital Raise") are intended to raise gross proceeds of approximately £40 million. The net proceeds of the Capital Raise will strengthen the balance sheet and increase liquidity back to historic levels (relative to revenue base), and provide the flexibility to capitalise on market opportunities.
The Placing is being conducted by way of an accelerated bookbuild (the "Bookbuild"), available to qualifying new and existing investors, and will be launched immediately following the release of this Announcement. Jefferies International Limited and Jefferies GmbH (together "Jefferies") and Numis Securities Limited ("Numis") (together the "Joint Global Coordinators" or the "Joint Bookrunners") are acting as joint global coordinators, joint bookrunners and joint brokers in relation to the Placing. The Placing is subject to the Terms and Conditions set out in the Appendix to this Announcement. The PrimaryBid Offer is not made subject to the Terms and Conditions set out in the Appendix to this Announcement and instead will be made on the terms outlined in the separate announcement to be made shortly regarding the PrimaryBid Offer and its terms.
In addition to the Placing, certain directors of the Company intend to subscribe for shares to maintain their current shareholding percentages (once the Company ceases to be in a closed period for the purposes of UK MAR).
Background to and reasons for the Capital Raise
· AO's strategy is to create value by offering its customers brilliant customer service and making AO the destination for everything they need, in the simplest and easiest way, when buying electricals, including major and small domestic appliances and a growing range of mobile phones, AV, consumer electricals and laptops
· AO's mission to be the destination for electricals is unchanged and is underpinned by a leading logistics network and a consistent focus on operational excellence
· As previously announced, the Company has decided to close its German operations to focus on its leading online position in the UK electricals market
· The Company's addressable market in the UK has grown to £23.4bn as it extends into new categories, and the online segment of the market in those categories remains AO's key opportunity as the migration to online retailing continues
· The Company's core major domestic appliance ("MDA") market also remains resilient after the online market surge during Covid and is underpinned by the appliance replacement cycle
· It is an unprecedented environment for business planning as the post-pandemic retail environment is substantially shifting, which presents both challenges and opportunities for AO as a leading online electricals retailer
· The Company continues to rationalise, simplify and refocus its UK operations, exiting some lines of business and driving operational efficiencies and overhead reduction which, in aggregate, is estimated to generate at least £25m of benefits by FY25
· The successful execution of this realigned and simplified UK plan is targeting to deliver in the medium term:
o Average revenue growth of 10+% per annum
o EBITDA margin of 5+%
o Improved cash generation with FY23 capex expected to be c. £5m1
· The Company is a cash generative business at the UK operating level, and the Capital Raise will increase the Company's liquidity back to historic levels (relative to revenue base), strengthen the balance sheet for suppliers and provide the flexibility to capitalise on market opportunities
1 This is cash capex only and excludes any cash outflows relating to "right of use" assets/liabilities.
Current trading
Current trading and financial performance through the first quarter is materially in-line with the Board's expectations as set out in the trading statement of 29 April 2022. The Board remains mindful of the ongoing volatile and challenging macroeconomic environment and continuing supply chain disruption. The MDA market is stabilising around levels seen in April and May 2022, underpinned by the distressed purchase model for white goods. Consumer behaviour is evolving as the step change in online consumer buying trends varies by category and the Board will continue to monitor this closely and react as necessary.
John Roberts, Chief Executive Officer, said:
"In addition to being a sensible piece of financial house-keeping given the short-term macroeconomic uncertainty, this Capital Raise will give us the necessary foundation from which to go after the significant long-term growth opportunities that we see for AO in the UK. It will also allow us to deliver on the new financial targets that we are setting today. Our core major domestic appliance category is proving to be resilient over time, given the natural replacement cycle of white goods and their non-discretionary nature. In addition, expanding into newer categories remains a key priority and a major opportunity for us. I remain hugely optimistic about the future of our business underpinned by the fantastic people we have in it and the way they amaze our customers every day."
Shareholder consultation and PrimaryBid Offer
The Company has consulted with its major shareholders ahead of the release of this Announcement. The Board has concluded that the Capital Raise is in the best interests of shareholders and wider stakeholders and will promote the long-term success of the Company. This conclusion has been endorsed by that consultation. Among other things, the Capital Raise structure minimises cost, use of management time and period to completion at an important time for the Company.
The Board recognises the importance of giving retail shareholders an opportunity to participate in the Company's ongoing funding should they be unable to participate in the Placing. Consequently, in addition to the Placing, there will be an offer made via the PrimaryBid platform to provide retail shareholders with an opportunity to participate in the equity fundraise. A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms. The PrimaryBid Offer is conditional on the Placing, but the Placing is not conditional on there being any demand for the PrimaryBid Offer.
Details of the Placing
Jefferies and Numis are acting as joint global coordinators, joint bookrunners and joint brokers in relation to the Placing. The Company, Jefferies and Numis have entered into a placing agreement dated 6 July 2022 in connection with the Placing (the "Placing Agreement").
The Placing is subject to the Terms and Conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being this "Announcement"). The Joint Bookrunners will commence the Bookbuild immediately following the release of this Announcement. The number of new shares to be allotted and issued by the Company pursuant to the Placing (the "Placing Shares") will be determined at the close of the Bookbuild and will be announced as soon as practicable after the close of the Bookbuild. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Joint Bookrunners and the Company.
The Placing Shares, when issued, will be 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 after the date of issue of the Placing Shares.
Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement and Admission for the Placing Shares is expected to take place on or before 8.00 a.m. on 11 July 2022.
The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuilding process and the terms and conditions of the Placing.
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Enquiries |
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AO World |
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Tel: +44 (0)75 2514 7877 |
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John Roberts, Founder and Chief Executive |
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Mark Higgins, Group CFO |
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Cynthia Alers, Investor Relations Director |
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Jefferies (Joint Global Coordinator, Joint Bookrunner & Joint Broker) |
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Tel: +44 (0)20 7029 8000 |
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Max Jones Thomas Bective Seb Burke
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Numis (Joint Global Coordinator, Joint Bookrunner & Joint Broker) |
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Tel: +44 (0)20 7260 1366 |
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Luke Bordewich Oliver Steele Matthew Radley |
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Powerscourt |
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Tel: +44 (0)20 7250 1446 |
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Rob Greening Nick Hayns Elizabeth Kittle |
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About AO World AO World, headquartered in Bolton and a constituent of the FTSE Small Cap index, is a leading online electrical retailer. Our strategy is to create value by offering our customers brilliant customer service and making AO World the destination for everything they need, in the simplest and easiest way, when buying electricals, including major and small domestic appliances and a growing range of mobile phones, AV, consumer electricals and laptops.
We deliver for our customers via our in-house logistics business and carefully selected third parties. We also provide ancillary services such as the installation of new products and recycling of old products as well as offering product protection plans and customer finance. AO World Business serves the B2B market in the UK, providing electricals and installation services at scale. AO World also has a majority equity stake in AO World Recycling, a WEEE processing facility, allowing AO World to ensure its customers' electronic waste is dealt with responsibly.
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Cautionary statement This Announcement contains certain forward-looking statements (including beliefs or opinions) with respect to the operations, performance and financial condition of the Company and its subsidiary undertakings (the "Group"). These statements are based on current expectations or beliefs, as well as assumptions about future events. By their nature, future events and circumstances can cause results and developments to differ materially from those anticipated. Except as is required by the applicable laws, no undertaking is given to update the forward-looking statements contained in this Announcement, whether as a result of new information, future events or otherwise. Nothing in this document should be construed as a profit forecast or an invitation to deal in the securities of the Company. This announcement has been prepared for the Group as a whole and therefore gives greater emphasis to those matters which are significant to AO World plc and its subsidiary undertakings when viewed as a whole. |
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This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together with any statutory instruments made in exercise of powers conferred by such act, the "EUWA") ("UK MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.
For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed into the laws of the United Kingdom), this Announcement is being made on behalf of the Company by Julie Finnemore, Company Secretary.
This Announcement should be read in its entirety. The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
Notice to Canadian Investors
The Placing of the Ordinary Shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of Ordinary Shares acquired by a Canadian investor in this Placing must be made in accordance with applicable Canadian securities laws, which resale restrictions may under certain circumstances apply to resales of any acquired securities outside of Canada.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if any offering document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (a) or eligible counterparty per (b); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX: PLACING TERMS AND CONDITIONS
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF RETAINED EU LAW BY VIRTUE OF THE EUWA (THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"); (C) IF IN CANADA, PERSONS WHO ARE (I) AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS ("NI 45-106") OR, IN ONTARIO, AS SUCH TERM IS DEFINED IN SECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO); AND (II) A "PERMITTED CLIENT" AS SUCH TERM IS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS; OR (D) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED.
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
The Placing Shares are being offered and sold only (i) outside of the United States in accordance with Regulation S under the US Securities Act ("Regulation S") and otherwise in accordance with applicable laws and; (ii) in the United States only to a limited number of investors that are reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act ("Rule 144A") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Any offer or sale of placing shares in the United States will be made only by broker-dealers who are registered as such under the US Securities Exchange Act of 1934, as amended.
The Placing has not been approved and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
This Announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States, Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction in which such release publication or distribution would be unlawful.
Each person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given ("Placee") should consult with its own advisers as to legal, tax, business and related aspects of a purchase of Placing Shares.
The distribution of this Announcement and/or the Placing and/or the issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees or any person acting on its or their behalf that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for any securities in the United States, Australia, Canada, Japan, New Zealand, Singapore or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.
This Announcement should be read in its entirety.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner, any of their respective affiliates, agents, directors, officers or employees or any person acting on its or their behalf as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
Each Joint Bookrunner is acting exclusively for the Company and no one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. None of the Company, the Joint Bookrunners, any of its or their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
By participating in the Bookbuild and the Placing, each Placee (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:
1. if it is in any member state of the EEA it is a Qualified Investor and if it is in the United Kingdom it is a Relevant Person, and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. it is acquiring Placing Shares for its own account or is acquiring Placing Shares for an account with respect to which it exercises sole investment discretion, not with a view to distribution, and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;
3. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public (or breach applicable laws) other than an offer or resale in a member state of the EEA to Qualified Investors, or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; or (ii) where Placing Shares have been acquired by it on behalf persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;
4. the Placing Shares are being offered and sold to it in reliance on Regulation S, Rule 144A or pursuant to another exemption from registration under the US Securities Act, and the Placing Shares have not been, and will not be, registered under the US Securities Act or under the laws of any State or other jurisdiction of the United States; and
5. the Company and the Joint Bookrunners will rely upon the truth and accuracy of and compliance with the foregoing representations, warranties, undertakings, acknowledgements and agreements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any Joint Bookrunner confirms to such Placee its allocation of Placing Shares.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as joint global co-ordinators and joint bookrunners in connection with the Placing.
The Joint Bookrunners have today entered into the Placing Agreement under which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Bookrunners, as agents for and on behalf of the Company, have severally (and not jointly or jointly and severally) agreed to use their respective reasonable endeavours to procure placees for the Placing Shares. The Placing is not underwritten until such time as the Terms of Placing (as defined below) are entered into by the Joint Bookrunners and the Company.
The final number of Placing Shares at the Placing Price will be set out in terms of placing agreed between the Joint Bookrunners and the Company following the Bookbuild (as defined below) (the "Terms of Placing").
The Placing Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with the existing ordinary shares of 0.25 pence each in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.
The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Numis will subscribe for ordinary shares and redeemable preference shares in Project Coral (Jersey) Limited ("JerseyCo"), a Jersey incorporated wholly owned subsidiary of the Company, for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of certain ordinary shares and redeemable preference shares in JerseyCo that will be issued to Numis.
Application for admission to trading and admission to listing
Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on the Main Market and to the FCA for admission of the Placing Shares to the premium listing segment of the Official List maintained by the FCA.
It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. (London time) on 11 July 2022 (or such later time and/or date as the Joint Bookrunners may agree with the Company) and that dealings in the Placing Shares will commence at that time.
Bookbuild
Following publication of this Announcement, the Joint Bookrunners will today commence the Bookbuild. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may determine with the agreement of the Company.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as Joint Bookrunners and agents of the Company.
2. Participation will only be available to persons who may lawfully be, and are, invited to participate by any of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
3. The Bookbuild will establish the number of Placing Shares to be issued under the Placing. The number of Placing Shares will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined within the limits specified by the Listing Rules of the FCA, as published pursuant to Part 6 of the FSMA. The final number of Placing Shares will be announced on 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 one of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 6 below.
5. The Bookbuild is expected to close no later than 4:30 p.m. (London time) on 6 July 2022, but may be closed earlier or later, at the discretion of the Joint Bookrunners, subject to agreement of the Company. The Joint Bookrunners may also, notwithstanding the above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners, subject to agreement with the Company. If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in consultation with the Company but at their absolute discretion, terminate the Placee's participation in the Placing in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which the funds were originally debited. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally by the relevant Joint Bookrunner following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Bookrunner and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.
7. Subject to paragraphs 3 and 4 above, the Joint Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares.
8. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire.
9. Except as required by law or regulation or, in the case of this Announcement, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
10. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by the relevant Joint Bookrunner. The terms and conditions of this Appendix will be deemed incorporated in that trade confirmation.
11. The allocation of Placing Shares to Placees located in the United States or Canada shall be conditional on the execution or acceptance (as the relevant letter requires) by each such Placee of a letter substantially in the form provided to such Placee by or on behalf of the Company.
12. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.
15. To the fullest extent permissible by law, neither the Company, the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Company, the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Company's or the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.
16. Each Placee's commitment to acquire Placing Shares on the terms and conditions set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing.
17. All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on certain conditions, including:
(A) the Terms of Placing having been executed by the Company and the Joint Bookrunners;
(B) the publication by the Company of the Placing Results Announcement (as defined below) through a Regulatory Information Service immediately following the execution of the Terms of Placing;
(C) Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on the Closing Date (or such later time and/or date as the Company may agree with the Joint Bookrunners);
(D) the Company having complied with all of the agreements and undertakings and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement at or prior to Admission;
(E) in the joint opinion of the Joint Bookrunners, there having been no material adverse change in or affecting, or any development reasonably likely to involve a material adverse change in or affecting, the condition (financial, operational, legal or otherwise) or earnings, management, business affairs, solvency, credit rating or prospects of the Company and its subsidiaries (the "Group") taken as a whole (a "Material Adverse Change") since the date of the Placing Agreement;
(F) the Company having allotted, subject only to Admission, the relevant Placing Shares in accordance with the Placing Agreement; and
(G) the delivery to the Joint Bookrunners of certain documentary conditions precedent.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived or extended in writing by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
The Joint Bookrunners may, at their discretion, extend the time for satisfaction of, or 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. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
Right to terminate under the Placing Agreement
The Joint Bookrunners are entitled, at any time prior to Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including: (i) any breach of the representations or warranties given by the Company in the Placing Agreement, or any failure to perform any of the Company's obligations in the Placing Agreement by the times specified therein which, in either case, the Joint Bookrunners consider (acting in good faith) to be material in the context of the Group taken as a whole, the Placing or Admission; (ii) any of the conditions in the Placing Agreement not having been satisfied, or waived by the Joint Bookrunners; or (iii) if there has been, in the opinion of the Joint Bookrunners (acting in good faith), any Material Adverse Change in relation to the Group since the date of the Placing Agreement; (iv) if either of the applications for Admission is withdrawn or refused by the FCA or the London Stock Exchange, or in the opinion of the Joint Bookrunners acting in good faith, will not be granted; or (v) upon the occurrence of certain force majeure events.
By participating in the Placing, Placees agree that the exercise by the Company or any Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or such Joint Bookrunner or for agreement between the Company and the Joint Bookrunner(s) (as the case may be) and that neither the Company or such Joint Bookrunner need make any reference to, or consultation with, Placees and that neither the Company, such Joint Bookrunner nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf shall have any liability to Placees whatsoever in connection with any such exercise.
Lock-up
The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and 180 days after 11 July 2022 (or such later time and/or date as the Company may agree with the Joint Bookrunners) (the "Closing Date"), it will not, without the prior written consent of the Joint Bookrunners enter into certain transactions involving or relating to the Ordinary Shares, subject to certain, customary carve-outs agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to lock-up restrictions shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
No Prospectus
The Placing Shares are being offered in such a way so as not to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be published or submitted to be approved by the FCA in relation to the Placing or the Placing Shares and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published in the United Kingdom or any other jurisdiction.
Placees' commitments will be made solely on the basis of the information contained in this Announcement, the announcement of the pricing of the Placing (the "Placing Results Announcement") (together, the "Placing Documents") and any other information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement or otherwise filed by the Company (the "Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of the Placing Documents and all other Publicly Available Information is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, the Joint Bookrunners or any other person and none of the Company, the Joint Bookrunners nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BJTNFH41) following Admission will take place in CREST. Subject to certain exceptions, the Joint Bookrunners and the Company reserve the right to require settlement of, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Bookrunner (unless otherwise agreed).
The Company will deliver the Placing Shares to a CREST account operated by the relevant Joint Bookrunner (or either of them) as agent for the Placees and the relevant Joint Bookrunner 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 Placing Shares to that Placee against payment.
It is expected that settlement will be on 11 July 2022 in accordance with the instructions set out in the trade confirmation or contract note (as applicable).
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 the Barclays Bank base rate as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' 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) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note (as applicable) is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither of the Joint Bookrunners nor the Company shall be responsible for the payment thereof.
Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By submitting a bid and/or participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably:
1. represents and warrants that it has read and understood the Announcement, and accepts the terms and conditions set out in this Appendix, entirely and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and 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 the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;
2. acknowledges that no prospectus or other offering document is required under the EU Prospectus Regulation or the UK Prospectus Regulation or any other securities law or regulation, nor will one be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing;
3. acknowledges that none of the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees or any person acting on its or their behalf has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees or any person acting on its or their behalf to provide it with any such information;
4. acknowledges that the Company's Ordinary Shares are admitted to listing on the Official List and the Company is, therefore, required to publish certain business and financial information in accordance with the rules of the FCA and UK MAR (collectively, the "Public Information") which includes the Company's financial information, including balance sheets and income statements, and that such Placee is able to obtain or access the Public Information;
5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners, nor their respective 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, or omission from, this Announcement or any information previously published by or on behalf of the Company, including, but not limited to, the Public Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or 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 Placing Shares is contained in this Announcement and any information previously or simultaneously published by the Company by notification to a Regulatory Information Service (and acknowledges that information previously published may since have been superseded or become out of date), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, or representations, warranties or statements made, by any of the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees or any person acting on its or their behalf and none of the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees or any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
6. acknowledges that it may not rely, and has not relied, on any investigation that the Joint Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of the Public Information or any other information; each Placee further acknowledges that it has conducted its own investigation of the Company and the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;
7. acknowledges that time is of the essence as regards its obligations under this Announcement;
8. acknowledges that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners;
9. undertakes that it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person;
10. acknowledges that in connection with the Placing, the Joint Bookrunners and any of their affiliates acting as an investor for its own account may acquire Placing Shares and in that capacity may retain, purchase or sell for its own account such Placing Shares and any securities of the Company or related investments and may offer or sell any securities of the Company or related investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Joint Bookrunners or any of their affiliates acting in such capacity;
11. acknowledges that each of the Joint Bookrunners and their affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of securities of the Company, including the Placing Shares;
12. acknowledges that a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, requirements under EU Directive 2014/65/EU as it forms part of retained EU law by virtue of the EUWA and/or its allocation policies;
13. acknowledges that the Joint Bookrunners do not intend to disclose the extent of any investment or transactions referred to in paragraphs 10, 11 and 12 above otherwise than in accordance with any legal or regulatory obligation to do so;
14. acknowledges that it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares;
15. acknowledges that none of the Joint Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
16. undertakes that it will (as principal or agent) subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
17. represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is (i) duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
18. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms and conditions set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees (or any person acting on its or their behalf) acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
19. represents and warrants that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the Placing Shares for each managed account;
20. acknowledges that it irrevocably appoints any duly authorised officer of each Joint Bookrunner 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 which it agrees to acquire;
21. represents and warrants that if it is located in the United Kingdom, it is Relevant Person or a person to whom this Announcement may otherwise lawfully be communicated and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
22. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
23. represents and warrants that it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in the FSMA and UK MAR in respect of anything done in, from or otherwise involving, the United Kingdom);
24. represents and warrants that if it is located in the EEA, it is a Qualified Investor;
25. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;
26. acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and represents and warrants that it is and, at the time the Placing Shares are acquired, will be either (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the US Securities Act; or (ii) a QIB as defined in Rule 144A, which is acquiring the Placing Shares for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Placing Shares for its own account, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make, and does make, each of the representations, warranties, undertakings, agreements and acknowledgements contained herein on behalf of each such account;
27. represents and warrants that it (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, (ii) will not look to the Joint Bookrunners for all or part of any such loss it may suffer, (iii) is able to bear the economic risk of an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares;
28. acknowledges that the Placing Shares have not been and will not be registered and that a prospectus will not be approved in respect of any of the Placing Shares under the securities laws or legislation of Australia, Canada, Japan, New Zealand, Singapore or the Republic of South Africa and, subject to certain exceptions, the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions and that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in those jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
29. represents, warrants and undertakes that, if resident in Australia (i) it is a professional investor as defined in Section 9, and for the purposes of Section 708(11), of the Corporations Act 2001 (Cth) of Australia, or the minimum amount to be paid by it for the Placing Shares to be subscribed for by it will be not less than AUD 500,000, and (ii) it is not acquiring the Placing Shares for the purpose of resale, transfer or the granting, issuing or transferring interests in, or options over them, and will not offer any Placing Shares for resale in Australia within 12 months of any such Placing Shares being issued to it unless the resale offer is exempt from the requirement to issue a disclosure document under Section 708 of the Corporations Act 2001 (Cth) of Australia;
30. represents, warrants and undertakes that, if resident in Canada, it is entitled under applicable Canadian securities laws to subscribe for the Placing Shares without the benefit of a prospectus qualified under such securities laws and without limiting the generality of the foregoing, is: (a) an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus and Registration Exemptions ("NI 45-106"); and (b) a "permitted client" (as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations); or (c) entitled and qualify to rely on another exemption from the prospectus requirement under applicable Canadian securities laws.
31. acknowledges that the Placing Shares are being subscribed for investment purposes, and not with a view to offer, resell or distribute within the meaning of the United States securities laws;
32. acknowledges that it is not acquiring any of the Placing Shares as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D under the US Securities Act, or any "directed selling efforts" as defined in Regulation S under the US Securities Act;
33. acknowledges that no representation has been made as to the availability of any exemption under the US Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
34. acknowledges that any Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and further agrees that so long as the Placing Shares are restricted securities, it will segregate such Placing Shares from any other shares in the Company that it holds that are not restricted securities and will not deposit the Placing Shares into any depositary receipt facility maintained by any depositary bank in respect of the Company's shares;
35. acknowledges that, if the Placing Shares were offered to it in the United States, it has consulted its own independent advisors or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally and the US Employee Retirement Income Security Act of 1974 ("ERISA"), the US Investment Company Act and the US Securities Act;
36. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
37. represents and warrants that if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
38. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Serious Crime Act 2015 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "UKRegulations") 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 UK Regulations;
39. acknowledges that, in order to ensure compliance with the UK Regulations, each Joint Bookrunner (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 the relevant Joint Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Joint Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the relevant Joint Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify the relevant Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the relevant Joint Bookrunner 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;
40. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
41. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
42. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations;
43. undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein (unless otherwise agreed), failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;
44. acknowledges that none of the Joint Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of any Joint Bookrunner in connection with its participation in the Placing and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
45. acknowledges and agrees that it will not hold the Joint Bookrunners or any of their respective affiliates or any person acting on behalf of any of them responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that neither the Joint Bookrunners nor any of their respective affiliates nor any person acting on behalf of any of them makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
46. acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and the Joint Bookrunners or the Company may scale back the relevant Placee's allocation;
47. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee who will hold the Placing Shares on behalf of the Placee, as the case may be. None of the Joint Bookrunners or 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 ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
48. agrees that its commitment to acquire Placing Shares on the terms set out herein and in the contract note or trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;
49. acknowledges that any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, 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 (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with 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 either the Company or the Joint Bookrunners 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;
50. represents and warrants that it if it has received any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and the Company's securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of the UK MAR and associated delegated regulations and it has not (i) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments, (ii) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments, or (iii) disclosed such information to any person except as permitted by law, prior to such information being made publicly available;
51. agrees to be bound by the terms of the articles of association of the Company; and
52. agrees that the Company, the Joint Bookrunners, andtheir respective affiliates, agents, directors, officers or employees, and any person acting on its or their behalf, and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given, on the date of this Announcement and on Admission, to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Joint Bookrunners 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.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, the Joint Bookrunners, andtheir respective affiliates, agents, directors, officers or employees, and any person acting on its or their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (or by any person acting on such Placee's behalf) in this Announcement or incurred by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees or any person acting on its or their behalf arising out of or in connection with the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Placing.
The agreement to settle a Placee's acquisition of Placing Shares (and/or the acquisition by 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 an acquisition by it and/or such person direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or the Joint Bookrunners in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the acquisition of Placing Shares.
The Company and the Joint Bookrunners are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, seek its own advice as to whether any such tax liability arises and notify the Joint Bookrunners and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
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 UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Joint Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The Joint Bookrunners do not intend to disclose the extent of any such investment or participation otherwise than in accordance with any legal or regulatory obligation to do so.
When a Placee or person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with such Joint Bookrunner 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 the FSMA. Each 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 such Joint Bookrunner's money in accordance with the client money rules and will be used by such Joint Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Joint Bookrunner.
No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents 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.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own lawyer, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares.
Each of the representations, warranties, acknowledgements, undertakings and agreements referred to under the heading "Representations, Warranties and Further Terms" shall be construed as a separate and independent provision, and, except where expressly provided otherwise, shall not be limited by any other such provision.
The rights and remedies of the Joint Bookrunners 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.
If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to the Joint Bookrunners the jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placee of any changes.
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, the Placing Documents.
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