Cairn Homes Announces Proposed Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA
01 December 2015
CAIRN HOMES ANNOUNCES A PROPOSED PLACING OF UP TO 46,926,749 MILLION NEW ORDINARY SHARES OF €0.001 EACH IN ITS SHARE CAPITAL ("ORDINARY SHARES") TO FUND POTENTIAL FUTURE ACQUISITION OPPORTUNITIES
Cairn Homes plc (the "Company" or "Cairn Homes") announces a proposed non pre-emptive placing of up to 46,926,749 new Ordinary Shares in the Company (the "Placing Shares"), representing approximately 9.99 per cent. of the Company's existing issued ordinary share capital, to both existing and new institutional investors in the Company (the "Placing").
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement"). Goodbody Stockbrokers, trading as Goodbody ("Goodbody"), and Credit Suisse Securities (Europe) Limited ("Credit Suisse") are acting as Joint Bookrunners (the "Bookrunners") in connection with the Placing.
Highlights
· Placing of up to 46,926,749 new Ordinary Shares to raise funds for potential future acquisition opportunities.
· €130 million of capital deployed since IPO bringing the total number of sites acquired or contracted to be acquired to 9 with a Net Development Value ("NDV") of €568.9 million.
· The Company is in the final stages of bidding on Project Clear and in addition the Company has a pipeline comprising approximately 2,000 plots predominately in the greater Dublin region.
· Entered into an agreement with Allied Irish Banks p.l.c for a €150 million senior debt facility.
· The net proceeds of the Placing will further strengthen the Company's balance sheet and provide it with the flexibility to fund future acquisitions and to finance the development of new and existing sites.
Background to and reasons for the Placing
The Company believes that there is a significant opportunity to capitalise on the recovery of the Irish residential property market by establishing itself over the medium term as a leading Irish housebuilder, constructing high quality new homes with an emphasis on innovation, design and customer service.
The Company launched an initial public offering ("IPO") in June 2015, raising gross proceeds of approximately €440 million. Since the IPO, the principal focus of the Company has been the efficient deployment of the IPO proceeds and it has made substantial progress in terms of acquiring development sites for residential development. Capital totalling €130 million has been deployed since IPO bringing the total number of sites acquired or contracted to be acquired to 9 with a Net Development Value ("NDV") of €568.9 million. The Company recently successfully launched its first development at Parkside, Malahide Road, Dublin and is on target for a Q1 2016 sales launch at the Company's site in Albany, South Dublin.
The Company is continuing to see significant investment opportunities and this Placing is intended to raise the funds necessary to capitalise on these opportunities and deliver attractive returns for shareholders. The Company is assembling a significant landbank that has the potential to deliver attractive pre-tax unleveraged project IRRs. The Company has a pipeline of site acquisitions in its key geographic areas (Dublin and the Dublin commuter belt, as well as in Cork and Galway and other major urban centres) with detailed due diligence being carried out on sites with the potential to deliver approximately 2,000 units. The Company is also engaged in the final stages of the Project Clear loan portfolio sale process.
The Company believes that: its scale; its access to finance; its extensive relationships; and its expertise in developing and building houses, places it in a strong position to deliver superior total returns for shareholders. The net proceeds of the Placing will further strengthen the Company's balance sheet and provide it with the flexibility to fund future acquisitions and finance the development of new and existing sites.
Current Trading
On 19 November 2015, the Company released an interim management statement for the period 30 June 2015 to 19 November 2015. It stated that the supply-demand imbalance in the housing market in Ireland had become more acute in the months since the IPO and in response to these dynamics the Irish Government has made a number of announcements of policy changes to address the housing crisis in Ireland.
The Company also stated that strong progress continues to be made at the Company's c.50 acre site in Parkside, Malahide Road, Dublin 13 (where the Company's first development was recently launched) and at the Company's site in Albany, South Dublin. As at the date of the interim management statement:
· In Parkside, the Company was sale agreed on 40 houses, with an average sales price of c. €342,000. The site had 56 houses at or near completion, with a further 50 houses at varying stages of completion and 90 per cent. of the civil works across the entire first phase are now complete.
· In respect of Albany, the Company was on target for a full scheme sales launch toward the end of Q1 2016, with projected scheme net revenues of c. €17 million.
With regard to the Company's outlook, the Company stated that, given the current strength of its site acquisition pipeline, it remained confident of its ability to efficiently deploy the IPO proceeds over the coming two quarters. In addition, it stated that the Company continued to scale its operations and expected to commence building on a further c. 5 housing developments during 2016 and was confident of achieving its initial target of c. 1,000 unit sales by 2019.
The Company reaffirms the outlook in the interim management statement released on 19 November 2015.
Financing
The Company announced earlier today that it had entered into an agreement for a €150 million senior debt facility with Allied Irish Banks p.l.c. These funds will be used, in addition to capital on hand, to acquire sites in the pipeline and to finance the development of new and existing sites.
Details of the Proposed Placing
Goodbody and Credit Suisse are acting as Bookrunners in connection with the proposed Placing.
The Bookbuild will open with immediate effect following this Announcement. The exact number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be determined by the Company and the Bookrunners at the close of the Bookbuild, and announced by the Company shortly thereafter. The timing of the closing of the Bookbuild, the number of Placing Shares, pricing and allocations are at the discretion of the Company and the Bookrunners.
Under the terms of the Placing, Cairn Homes intends to place, on a non pre-emptive basis, up to 46,926,749 new Ordinary Shares in the capital of the Company, representing up to approximately 9.99 per cent. of the existing issued ordinary share capital of the Company.
Members of the public are not entitled to participate in the Placing.
The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company including in respect of the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.
The Company will apply for admission of the Placing Shares to listing on the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange p.l.c (the "London Stock Exchange") ("Admission"). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the Placing Shares will commence at 8.00am (London Time) on 4 December 2015.
The Placing is conditional upon, inter alia, Admission becoming effective not later than 5.00 pm (London Time) on 8 December 2015 and the Placing Agreement dated 1 December 2015 among the Company and the Bookrunners (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms. Further details of the Placing Agreement can be found in the terms and conditions of the Placing set out in the Appendix to this Announcement (which forms part of this Announcement) (the "Terms and Conditions").
By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix), in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of the Placing set out in the Appendix to this Announcement.
For further information, please contact:
Cairn Homes plc +353 1 603 0886
Michael Stanley
Eamonn O'Kennedy
Goodbody +353 1 667 0420
Linda Hickey
Stephen Kane
Credit Suisse +44 207888 8888
Charles Donald
Camilla Hughes
Omri Lumbroso
Hume Brophy +353 1 662 4712
Maria Cryan
Edel Bach
Notes to Editors
About the Company
Cairn Homes p.l.c is an Irish homebuilder with a highly experienced management team. The Company is committed to constructing high quality new homes with an emphasis on design, innovation and customer service. The Company expects to acquire greenfield or brownfield sites in Ireland that are suitable for residential development, with an emphasis on Dublin and the Dublin commuter belt, as well as in Cork and Galway and other major urban centres, as appropriate. See www.cairnhomes.com for more information.
General
This Announcement, including the Appendix and the information contained in it is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America, (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Australia, Canada, Japan, South Africa, Switzerland (each a "Restricted Territory") or any other state or jurisdiction in which such publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This Announcement 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 Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Switzerland or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan, Switzerland or South Africa.
No public offering of the Placing Shares is being made. This Announcement (including the appendix) is not a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). No prospectus has been or will be prepared or made available in connection with the matters contained in this Announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Placing. This Announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA") and, it is directed only at; (A) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(E) of the Prospectus Directive ("Qualified Investors"); (B) to the extent that this Announcement does constitute an inducement to engage in any investment activity included within this Announcement in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling with Article 49(2)(A) to (D) ("High net worth companies, unincorporated associations, etc.") of the Order; or (iii) are persons to whom it may otherwise lawfully be communicated (each a "Relevant Person"). No other person should act or rely on this Announcement 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 Announcement (including the Appendix) has been issued by, and is the sole responsibility of, the Company. None of Goodbody, Credit Suisse, or any of their respective affiliates, directors, officers, employees, advisers or agents, or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to or in relation to, the accuracy, completeness, correctness or fairness of this Announcement or any document referred to in this Announcement (or whether any information has been omitted from this Announcement) or any other information relating to the Company, it subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. Accordingly, each of Goodbody, Credit Suisse and any of their respective affiliates, directors, officers and employees, and any other person acting on their behalf, expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this Announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.
Goodbody, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement (including the Appendix).
Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission, and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement (including the Appendix).
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company and / or the Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunners to inform themselves about, and to observe, such restrictions.
Certain statements contained in this Announcement constitute "forward-looking" statements regarding the belief of current expectation of the Company, the Directors, and the management team about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. Neither the Company nor the Bookrunners undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to Cairn Homes p.l.c. or individuals acting on behalf of Cairn Homes p.l.c. are expressly qualified in their entirety by this paragraph. Nothing in this Announcement (including the Appendix) is intended to be a profit estimate for any period or a forecast of future profits.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING 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"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (EACH A "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH 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 APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES 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 PLACING SHARES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "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 the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) 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 the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion; and
3. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.
Neither Bookrunner makes any representation to any Placees regarding an investment in the Placing Shares.
The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of United States, Australia, Canada, Japan, South Africa, and Switzerland. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa, Switzerland or any other jurisdiction outside Ireland and the United Kingdom.
The Placing may be made in France only to Qualified Investors. In this respect, each Placee warrants that it acts for his own account within the meaning of Article L. 411-2 of the French Code monétaire et financier and according to the conditions set forth by Articles D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier. Pursuant to Article 211-3, 3° of the Règlement Général of the Autorité des marchés financiers, Placing Shares purchased may be transferred by the Placee directly or indirectly only in compliance with all applicable laws and regulations and, in particular, Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier. Neither this announcement nor any other material relating to the Placing has been submitted to the clearance procedures of the Autorité des marchés financiers or notified to the Autorité des marchés financiers by the competent authority of another member state of the European Economic Area. Consequently, no prospectus relating to the Placing has been approved by the Autorité des marchés financiers.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
The Bookrunners have entered into a placing agreement (the "Placing Agreement") with the Company under which they have agreed, as agents for and on behalf of the Company, to use reasonable endeavours to procure Placees to take up the Placing Shares on the terms and subject to the conditions set out in the Placing Agreement. Subject to the execution of a terms of subscription setting out the final number of Placing Shares and the final Placing Price (as defined below) following completion of the Bookbuilding Process (the "Terms of Subscription"), if any such Placee defaults in paying the Placing Price in respect of any Placing Shares allotted to it, the Bookrunners have agreed, acting severally and in their respective proportions, to acquire such defaulted Placing Shares, and the Company has agreed to allot or issue, as applicable, such defaulted Placing Shares to the Bookrunners at the Placing Price, on and subject to the terms set out in the Placing Agreement.
The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, 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.
Applications for listing and admission to trading
Applications will be made for admission of the Placing Shares to listing on the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange.
It is expected that Admission of the Placing Shares will become effective at or around 8.00a.m. (London Time) on 4 December 2015 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Bookbuild will open with immediate effect following this Announcement. This Appendix gives details of the Terms and Conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in and Principal terms of the Placing
1. Goodbody and Credit Suisse are each acting as Bookrunners and as agents of the Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners. The Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
3. The Bookbuild, if successful, will establish a single price payable in respect of the Placing Shares (the "Placing Price") to the Bookrunners as agent for the Company by all Placees whose bids are successful. The Placing Price, the number of Placing Shares and the aggregate proceeds to be raised through the Placing will be agreed between the Bookrunners and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at one of the Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price ultimately established by the Company and the Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Bookrunners on the basis referred to in paragraph 5 below.
5. The Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined and may scale down any bids on such basis as they may determine.
6. The Bookbuild is expected to close no later than 5.00 pm (London time) on 2 December 2015 but may be closed earlier or later at the discretion of the Bookrunners and the Company. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be confirmed to Placees orally by either of the Bookrunners following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter. The Bookrunners' 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 the Bookrunners and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the Terms and Conditions set out in this Appendix and in accordance with the Company's constitution.
8. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the price at which the Placing Shares have been placed.
9. Subject to paragraphs 4 and 5 above, the Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares.
10. 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 Bookrunners' 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 Bookrunners, as agents of the Company, to pay them (or as they may direct) 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 Placing Price and the number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot. Each Placee's obligations will be owed to the Company and the Bookrunners.
11. Except as required by law or regulation, no press release or other announcement will be made by the 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
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.
15. To the fullest extent permissible by law, none of the Bookrunners, the Company nor any of their respective affiliates, directors, officers or employees 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 the Bookrunners, the Company or any of their respective affiliates, directors, officers or employees shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunners, their respective affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:
1. Admission of the Placing Shares occurring at or before 5.00pm London time on 8 December 2015;
2. the representations, warranties and agreements contained in the Placing Agreement being true, accurate and not misleading at all times prior to Admission by reference to the facts and circumstances from time to time subsisting;
3. the Company having complied with all of its obligations under the Placing Agreement which fall to be performed on or before Admission;
4. the Company and the Bookrunners agreeing the final number of Placing Shares and the Placing Price and executing the Terms of Subscription no later than 5.00 pm (London time) on the business day following date of this Announcement (or such later time and/or date as may be agreed in writing between the Bookrunners and the Company;
5. the publication of the results of the Placing on a Regulatory Information Service immediately following the execution of the Terms of Subscription (or such later time and/or date as may be agreed in writing between the Bookrunners and the Company); and
6. the Company allotting and issuing, conditional only upon Admission, the Placing Shares in accordance with the Placing Agreement.
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not satisfied in all respects or (where applicable) waived by the Bookrunners by the respective time or date where specified (or such later time or date as the Bookrunners in their absolute discretion may agree but in any event not later than 5.00 pm (London Time) on 8 December 2015); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
The Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement or extend the time for satisfaction of any such conditions, save that the above conditions relating to Admission taking place, the Terms of Subscription being executed and the Company allotting and issuing the Placing Shares may not be waived. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.
None of the Bookrunners or the Company or any of their respective affiliates, directors, officers, employees or agents 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 they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners.
Right to terminate under the Placing Agreement
Each of the Bookrunners may, in its absolute discretion acting in good faith and, to the extent permitted by law or regulation, after consultation with the Company if reasonably practicable in the circumstances, at any time before Admission, terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:
1. there has been a breach or an alleged breach by the Company of any of the undertakings contained in or any other provisions of the Placing Agreement or any of the representations, warranties or agreements were not true or accurate or were misleading at any time prior to Admission by reference to the facts and circumstances from time to time subsisting; or
2. in the opinion of the Bookrunners, there has been a material adverse effect or change in or affecting, or any development reasonably likely to give rise to or involve a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise) earnings, management business affairs, solvency or prospects of the Company or its group (taken as a whole), whether or not arising in the ordinary course of business; or
3. there has occurred or, in the opinion of either Bookrunner it is likely that there will occur, a force majeure or market disruption event as specified in the Placing Agreement the effect of which (either singly or in conjunction with any other force majeure or market disruption event) is such as to make it, in the opinion of either or the Bookrunners (acting in good faith), impractical or inadvisable to proceed with the Placing or the delivery of the Placing Shares pursuant to the Placing Agreement.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by either Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Bookrunner and that it need not make any reference to Placees in this regard and that, to the fullest extent permitted by law, the Bookrunners shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
Lock-up
The Company will not without the prior written consent of the Bookrunners (such consent not to be unreasonably withheld or delayed), during the period ending 90 days from Admission (i) directly or indirectly, issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares or file any registration statement under the Securities Act or file or publish any prospectus with respect to any of the foregoing; (ii) enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such swap or transaction is to be settled by delivery of the Ordinary Shares or such other securities, in cash or otherwise; or (iii) agree or offer to do any of the foregoing during such period of 90 days.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the Central Bank of Ireland (or other authority) in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published.
Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) 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 trade confirmation to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or either of the Bookrunners or any other person and none of the Company or either of the Bookrunners or any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Registration and Settlement
Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing, will be sent a trade confirmation which will confirm the number of Placing Shares allocated to it, the Placing Price and the aggregate amount owed by them to the Bookrunners. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunners or otherwise as the Bookrunners may direct. Payment in full for any Placing Shares so allocated at the Placing Price must be made by no later than 2.30 pm (London time) on 4 December 2015 (or such other time and/or date at the Bookrunners notify to each Placee).
Settlement of transactions in the Placing Shares (ISIN: IE00BWY4ZF18 and SEDOL: BWY4ZF1) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"). Settlement through CREST will be on a T+2 basis unless otherwise notified by the Bookrunners and is expected to occur on 4 December 2015 (the "Settlement Date"). Settlement will be on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunners may agree that the Placing Shares should be issued in certificated form. The Bookrunners and the Company reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by the Bookrunners.
Each Placee agrees that if it does not comply with its obligations the Bookrunners may sell any or all of the Placing Shares allocated to it on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. Placees 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 the Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note or trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK or Irish stamp duty or UK stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Bookrunners (in its capacity as Bookrunner and agent of the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
1. it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for and purchase of Placing Shares is upon and subject to the constitution of the Company and is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Directive, and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
3. that the Ordinary Shares are listed on the standard listing segment of the Official List of the UKLA and admitted to trading on the main market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (the "Exchange Information") which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;
4. that none of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement, nor has it requested either of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;
5. unless otherwise specifically agreed with the Bookrunners, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States, or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Territory or in any country or jurisdiction where any such action for that purpose is required;
6. that the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunners, any of their respective affiliates, directors, officers, employees or agents, or any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, 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 subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by either of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them (including in any research report prepared by any of them) and none of the foregoing persons will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any such other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither the Bookrunners nor any of their respective affiliates have made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of the Exchange Information, , any publicly available information about the Company or any other information that has otherwise been made available to Placees concerning the Company, whether at the date of publication, the date of this Announcement or otherwise, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
7. that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 of the United Kingdom (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
8. acknowledges that no action has been or will be taken by the Company, the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
9. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Bookrunners, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
10. that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and that it will honour all such obligations;
11. that it has complied with its obligations under the Criminal Justice Act 1993 (as amended), section118 FSMA, the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland, the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland and the Rules issues by the Irish Central Bank under Section 34 of the Investment Funds, Companies and Miscellaneous Provisions Act, 2005 of Ireland, and in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2014 of Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended), the Money Laundering Regulations 2007 (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. If within a reasonable time after a request for verification of identity, the Bookrunners has not received such satisfactory evidence, the Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
12. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Bookrunners and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
13. that it:
a. (i) is not within the United States and will not be within the United States at the time that any buy order for Placing Shares is originated by it; (ii) is acquiring the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; and (iii) is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" (within the meaning of Regulation S under the Securities Act); or
b. is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act that has signed and returned to the Bookrunners or their respective affiliates a US investor letter in the form provided to it;
14. that it is not within a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to subscribe for the Placing Shares, and it will not offer or sell such Placing Shares into any such jurisdiction;
15. if in a Member State of the EEA, that it is a "Qualified Investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;
16. if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated 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;
17. that it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
18. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
19. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
20. if it is acting as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to the proposed offer or resale;
21. that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
22. that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive except in circumstances which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
23. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
24. that 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 Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
25. if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made publicly available;
26. that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Bookrunners, any of their respective affiliates or any person acting on behalf of any of them being in breach of the legal and/or regulatory requirements and/or any anti money laundering requirements of any territory in connection with the Placing and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
27. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Bookrunners, acting as agent for the Company, may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty (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 Placing Shares on its behalf;
28. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for, and that the Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
29. the Placing does not constitute a recommendation or financial product advice and neither Bookrunner has had regard to its particular objectives, financial situation and needs;
30. that none of the Bookrunners, any of their respective affiliates or any person acting on behalf of any of them, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunners and that the Bookrunners do not have any duties or responsibilities to it for providing the protections afforded to its 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 the Bookrunners rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
31. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Bookrunners, the Company and any of their respective affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Bookrunners who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
32. that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Bookrunners or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
33. that each of the Bookrunners, the Company and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Bookrunners and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
34. that it will indemnify on an after-tax basis and hold each of the Bookrunners, the Company, their affiliates and any person acting on behalf of any of them 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 in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
35. acknowledges that it irrevocably appoints any director of either of the Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
36. that it acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the Terms and Conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunners conduct of the Placing;
37. that in making any decision to subscribe for the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares; (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Bookrunners; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment; and (v) it will not look to the Company, the Bookrunners, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
38. acknowledges and agrees that neither of the Bookrunners owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
39. that in connection with the Placing, the Bookrunners and any of their respective affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. 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 in the Company to the Bookrunners and any of their respective affiliates acting in such capacity. In addition the Bookrunners may enter into financing arrangements and swaps with investors in connection with which the Bookrunners may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Bookrunners or any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
40. that it has neither received nor relied on any inside information concerning the Company in accepting this invitation to participate in the Placing;
41. that if it is in Australia, it is either a "professional investor" or "sophisticated investor" (as those terms are used in section 708(11) and section 708(8) respectively of the Corporations Act 2001 (Cth) ("Corporations Act")) and is also, in each case, a "wholesale client" (as defined in section 761A of the Corporations Act); and
42. that the on-sale of Placing Shares in Australia within 12 months of issue may be restricted by section 707 of the Corporations Act and that it will conduct any on-sales of the Placing Shares within that period in accordance with the provisions of the Corporations Act such that disclosure within the meaning of Chapter 6D of the Corporations Act is not required.
Additional acknowledgement from investors located in the United States
43. In addition to the foregoing, by participating in the Placing, each Placee (and any person acting on such Placee's behalf) who is located in the United States subscribing for Placing Shares being offered under a relevant exemption from the registration requirements of the Securities Act acknowledges that no representation has been made to it with respect to whether the Company is a "passive foreign investment company" ("PFIC") within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, and that the Company may have been a PFIC for US federal income tax purposes for previous fiscal years, may be a PFIC for its current fiscal year, and may become or continue to be a PFIC in future fiscal years. If the Company was, is or becomes a PFIC, then US investors subject to US federal income tax may be subject to adverse US tax consequences in respect of their investment in the Company's Ordinary Shares. Relevant Placees agree that they will seek their own independent specialist advice with respect to the US tax consequences of their interest in Ordinary Shares, including whether they may be able to mitigate these adverse US tax consequences by making certain elections for US tax purposes;
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company and the Bookrunners (for their own benefit and, where relevant, the benefit of their respective officers and affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that the 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.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty in Ireland and free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.
Such agreement also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Bookrunners nor the Company is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (transfer taxes) that arise on a sale of Placing Shares if there are any such arrangements, or any arrangements that arise subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of Ireland or the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold the Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to transfer taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Bookrunners or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Bookrunners is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the Bookrunners, any money held in an account with the Bookrunners 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 or the Central Bank of Ireland. 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 the Bookrunner's money in accordance with the client money rules and will be used by the Bookrunners in the course of its own business; and the Placee will rank only as a general creditor of the Bookrunners.
All times and dates in this Announcement may be subject to amendment by the Bookrunners (in their absolute discretion). The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the 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.
Each Placee may be asked to disclose in writing or orally to the Bookrunners:
a) if he is an individual, his nationality; or
b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
This information is provided by RNS
Latest directors dealings
- 5 hours ago ASOS
- 6 hours ago MJ Gleeson
- 6 hours ago Rolls-Royce Holdings
- 6 hours ago Crest Nicholson Holdings
- 7 hours ago Naked Wines