Cairn Homes Firm Placing, Placing and Open Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States or any other jurisdiction, including in or into Canada, Japan, South Africa, Switzerland and Australia or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Any offer to acquire shares pursuant to the proposed firm placing, placing and open offer will be made, and investors should not subscribe for or purchase any shares referred to in this announcement and should make any investment decision, solely on the basis of information contained in the prospectus (the "Prospectus") to be published by Cairn Homes p.l.c. ("Cairn Homes" or the "Company and, together with its subsidiaries, the "Group") on or around 23 March 2016 in connection with the admission of the new ordinary shares in the Company ("New Ordinary Shares") to be issued under the proposed firm placing, placing, and open offer (the "Firm Placing, Placing and Open Offer") to listing on the standard listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange (the "Admission"). A copy of the Prospectus will, following publication, be available on the Company's website (www.cairnhomes.com) and be available for viewing at the National Storage Mechanism at www.hemscott.com/nsm. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
21 March 2016
Cairn Homes p.l.c.
Firm Placing, Placing and Open Offer
Cairn Homes announces a proposed Firm Placing, Placing and Open Offer of New Ordinary Shares (the "Capital Raise") to raise gross proceeds of approximately €175 million (approximately €167.4 million net of commissions, fees and expenses).
The Firm Placing and the Placing of the Open Offer Shares (subject to clawback) are being conducted through an accelerated bookbuilding process which will be launched immediately following this announcement and which is expected to close on or around 22 March 2016. BofA Merrill Lynch and Goodbody will act as Joint Global Coordinators and Joint Bookrunners and Davy will act as Co-Bookrunner to the Company in relation to the Capital Raise. The Capital Raise is conditional, inter alia, on the Capital Resolutions being duly passed at the Extraordinary General Meeting (the "EGM") which is expected to be convened to be held on or around 18 April 2016.
Highlights
· Intention to undertake a Firm Placing, Placing and Open Offer to raise gross proceeds of approximately €175 million (approximately €167.4 million net of commissions, fees and expenses):
o Approximately €52.5 million to be raised through the Firm Placing; and
o Approximately €122.5 million to be raised through the Placing and Open Offer.
The Issue Price and the exact number of New Ordinary Shares to be issued pursuant to the Firm Placing, Placing and Open Offer are to be determined following the bookbuild.
· The net proceeds of the Capital Raise will further strengthen the Company's balance sheet and will be principally used to finance (i) the completion of the acquisition of some or all of the Pipeline Sites; (ii) the development of new and existing sites predominately in Dublin, the Dublin commuter belt, Cork and Galway regions, in addition to major urban centres; (iii) the acquisition of development sites to the extent that some or all of the Pipeline Sites are not acquired; and (iv) the day to day operations of the Group in line with its strategy.
· Pipeline Sites comprise (i) the Argentum portfolio and related business and (ii) four development sites (the Maynooth Site, the Cherrywood Option Site, the South Dublin Site and the Dublin Commuter Belt Site) in Dublin and the Greater Dublin Area ("GDA"). The Pipeline Sites have a total anticipated cost of between circa €193m - €203m with the potential for over 2,000 homes.
· Cairn Homes has a core land-bank portfolio (excluding the Pipeline Sites) of 25 separate sites, with the potential to develop over 11,000 homes, with 89% of homes to be located in Dublin and the GDA.
o Targeting to commence construction (excluding the Pipeline Sites) on a further five sites (in addition to the Parkside Site and the Killiney Site where construction has already commenced) within 12 months.
The Prospectus, containing details of the Capital Raise, is expected to be published on or around 23 March 2016 and will be available on the Company's website, www.cairnhomes.com. The Circular containing a notice of an EGM expected to be held at 11.00 a.m. on 18 April 2016 is expected to be posted to Shareholders on 24 March 2016. Completion of the Capital Raise is conditional, inter alia, upon the passing of the Capital Resolutions set out in the Circular.
Commenting on today's announcement, John Reynolds, Chairman of Cairn Homes, said:
"Since its initial public offering in June 2015, Cairn has successfully deployed or committed capital of approximately €554 million. We have established an attractive, very substantial landbank which will enable the delivery of much needed homes to the Irish market. The management team continue to see significant investment opportunities, both in relation to potential site acquisitions and development of the existing portfolio, and this capital raise is intended to raise funds to capitalise on these opportunities."
Michael Stanley, CEO of Cairn Homes, said:
"We are very focused on scaling our home building operations and expect to be live on seven sites in the next twelve months. The acquisition of the Argentum business will allow us further expand our operations and we are confident in our ability to deliver high quality, affordable homes for our customers in markets where there remains an acute shortage of supply."
Background to and Reasons for the Capital Raise
At the time of the Company's IPO in June 2015, the Directors believed there was an imbalance between the demand for, and supply of, housing in Ireland, particularly in Dublin and the surrounding areas, driven by a lack of capital, operational capacity and legacies of the financial crisis. In order to take advantage of these opportunities, the Group raised gross proceeds in excess of €440 million, by way of its IPO, in June 2015. In December 2015, the Group completed an accelerated book build raising gross proceeds of €52.1 million. The Group agreed a €150 million term loan and revolving credit facility with Allied Irish Banks in November 2015 and increased the Senior Debt Facilities to €200 million following the accession of Ulster Bank Ireland Limited on 03 March 2016 (the "Senior Debt Facilities").
As of today, the Group has deployed or committed capital of approximately €554 million. The Group has made substantial progress and has a core land-bank portfolio of 25 separate sites (comprised of Acquired Sites and sites which are collateral for loans acquired by the Group), with the potential to develop over 11,000 homes, with 89% of homes to be located in Dublin and the GDA. The construction of homes has commenced on two sites (the Parkside Site and the Killiney Site) with 57 homes sale agreed (of which 28 sales have closed) as at the Last Practicable Date. The Company is targeting to have commenced construction on a further five sites within 12 months, being the Adamstown Site, the Charlesland Site, the Hanover Quay Site, the Rathgar Site and the Naas Site.
The Company has a potential pipeline of acquisition opportunities in Dublin and the GDA with a total anticipated cost of between c. €193m - €203m with the potential for over 2,000 homes. This comprises (i) the Argentum Sites and related business and (ii) four developments sites (the Maynooth Site, the Cherrywood Option Site, the South Dublin Site and the Dublin Commuter Belt Site).
The Company has entered into an exclusivity agreement to acquire the Argentum Sites and related business for a consideration of circa. €112 million comprising a portfolio of six sites, all of which are located in the GDA with the potential to deliver in excess of 1,400 homes. The Group believes the Argentum Sites and related business (which are intended to be acquired on completion of the Capital Raise) will further expand the Group's operations and scaling of its business.
The Company has also, as announced on 14 March 2016, contracted to acquire a six acre site in Maynooth from York Capital, and as announced on 12 February 2016, has conditionally contracted to purchase a third lot in Cherrywood. Further details on the Pipeline Sites are listed below:
|
Pipeline Sites |
Anticipated |
Anticipated |
Anticipated |
Anticipated |
|
Argentum Sites(1) |
|
|
|
|
|
(excluding Swords)........................... |
99,780 |
1,081 |
21 |
467,274 |
|
Swords(2).................................................................. |
12,216 |
|
|
|
|
Argentum Sites (including Swords)......................... |
111,996 |
1,081 |
21 |
467,274 |
|
|
|
|
|
|
|
Maynooth Site....................................... |
27,675 |
430 |
17.6 |
157,002 |
|
Cherrywood Option Site....................... |
9,738 |
97 |
22.4 |
43,377 |
|
South Dublin Site.................................. |
12,300 |
133 |
21.8 |
56,489 |
|
Dublin Commuter Belt Site..................... |
30,996 |
336 |
24.6 |
125,815 |
|
Total.................................................... |
192,705 |
2,077 |
22.7 |
849,957 |
(1) A €7.5 million deposit has already been paid.
(2) The Swords Site is zoned metro-economic corridor. Consequently, the NDV, the number of homes, the cost per home, and cost as a percentage of NDV for the Argentum Sites has been presented for the five sites that are zoned residential and/or that have planning permission. The cost shown includes the initial payment for the Swords site. In the event that the Swords site is rezoned as residential, the Group will pay a further consideration of €10 million to the vendors. In the event of such rezoning, the combined Argentum Sites will have an NDV of €601.3 million, 1,431 estimated homes and an average cost per estimated home of €85,000 and a cost to NDV of 20.3 per cent. The Swords site has the potential to deliver c. 350 additional homes if the site is rezoned as residential.
The Directors believe that there is a significant opportunity to capitalise on the recovery of the Irish residential property market especially given the progress the Group has achieved in: (i) acquiring land and loans secured over land for residential development; (ii) identifying the opportunities presented by the potential acquisitions of the strategic and targeted Pipeline Sites; and (iii) developing and selling houses on two of the Acquired Sites.
Use of Proceeds
The Company's principal use of the net proceeds will be to finance (i) the completion of the acquisition of some or all of the Pipeline Sites (including the Argentum Sites); (ii) the development of new and existing sites predominantly in the Dublin, the Dublin commuter belt, Cork and Galway regions, in addition to other major urban centres; (iii) the acquisition of development sites to the extent that some or all of the Pipeline Sites are not acquired; and (iv) in the day to day operations of the Group in line with its strategy.
Current Trading and Outlook
On 29 February 2016, the Company released its preliminary results for the period ended 31 December 2015, which demonstrated the successful deployment of capital and the acquisition of the Company's land bank. As outlined in its preliminary results, the Company's core land-bank portfolio (ex-Pipeline Sites) consisted of 25 separate sites, with the potential to develop over 11,000 homes, with 89% of homes to be located in Dublin. On 21 March 2016, the Company published its annual report and accounts for the period ended 31 December 2015.
The Company continues to scale its housebuilding operations and the Group anticipates that it will be in a position to commence construction on a further five sites (in addition to the Parkside Site and the Killiney Site) within the next 12 months being the Adamstown Site, the Charlesland Site, the Hanover Quay Site, the Rathgar Site and the Naas Site.
In respect of the Group's Loan Portfolio, the Group's strategy is to gain control of the underlying sites (representing collateral for the acquired loans) that are deemed to be Core Sites either through agreement with the relevant borrower, or through the appointment of a receiver or other enforcement action in respect of the loan. Receivers have been appointed to over 64 per cent. of loans (calculated by reference to the par value of the loans) in the Group's Loan Portfolio as at the Last Practicable Date. The Group may sell those loans (or the underlying sites) which it considers to be non-core.
The Board believes that the strengthening macroeconomic backdrop in Ireland and supportive property market conditions should lead to further growth opportunities. The continued availability of prime development sites continues to be a positive for the Company and the Board is confident in its pipeline to deliver quality homes in a market where there is an acute shortage of supply.
Founder Shares
The Performance Condition in relation to the first Test Period of the Founder Share scheme has been satisfied. As the Test Period runs until 30 June 2016, the Company does not yet know the Highest Average Closing Price of an Ordinary Share during the Test Period and is therefore unable to calculate the resulting conversion metric of Founder Share Value. The Board intends to pay the Founder Share Value by way of conversion into Ordinary Shares rather than redeeming for cash. Such information will be announced by the Company via an RIS following the end of the Test Period. All Ordinary Shares issued in respect of the conversion of Founder Shares will be subject to a 1 year lock-up period with 50% of the Ordinary Shares remaining subject to a further 1 year lock-up period thereafter.
Summary of the principal terms of the proposed Firm Placing and the Placing and Open Offer
Structure
The Company intends to raise gross proceeds of approximately €175 million (approximately €167.4 million net of commissions, fees and expenses) through the issue of New Ordinary Shares by way of a Firm Placing, Placing and Open Offer.
Firm Placing
The Company is proposing to issue Firm Placed Shares pursuant to the Firm Placing. The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer. The Firm Placing is expected to raise approximately €52.5 million (prior to deductions of commissions, fees and expenses). The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer. The Firm Placees will not be entitled, by virtue of their subscription for Firm Placed Shares, to participate in the Open Offer (but this is without prejudice to any right they may have to participate in the Open Offer to the extent that they separately have any Open Offer Entitlements).
Placing and Open Offer
The Placing and Open Offer is expected to raise approximately €122.5 million (prior to deductions of commissions, fees and expenses). The Placing Shares, which are subject to clawback under the Open Offer, are being conditionally placed with institutional and other investors. The Company has agreed to pay the Placees, who participate in the Placing, a commitment fee of 1.25% of their participation (subject to clawback to satisfy valid applications under the Open Offer) being the product of the Issue Price and the number of New Ordinary Shares in the Placees' participation in respect of the Placing. For the avoidance of doubt no commission will be paid to Firm Placees in the Firm Placing.
Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Issue Price, subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares on the Record Date.
Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements will be aggregated and will be placed pursuant to the Placing for the benefit of the Company.
Qualifying Shareholders may apply for any whole number of New Ordinary Shares up to their maximum entitlement which, in the case of Qualifying Non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST.
No application in excess of a Qualifying Shareholder's Open Offer Entitlement will be met, and any Qualifying Shareholder so applying will be deemed to have applied for his Open Offer Entitlement only.
Application will be made for the Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 24 March 2016, and that the Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 24 March 2016.
Placing and Open Offer Agreement
BofA Merrill Lynch, Goodbody and Davy have entered into the Placing and Open Offer Agreement with the Company under which they have severally agreed, on and subject to the terms set out in the Placing and Open Offer Agreement and subject to the execution of a pricing memorandum setting out the final number of New Ordinary Shares and the Issue Price following completion of the bookbuilding process (the "Pricing Memorandum") (i) as agents for and on behalf of the Company, to use reasonable endeavours to procure Firm Placees and Placees to take up the Firm Placed Shares and the Placing Shares at the Issue Price; and (ii) if any Firm Placee or Placee defaults in paying the Issue Price in respect of any New Ordinary Shares allocated to it, to acquire such defaulted Firm Placed Shares and Placing Shares in their respective proportions, and the Company has agreed to allot or issue, as applicable, such defaulted New Ordinary Shares to the Firm Placees, Placees and the Banks, as applicable, at the Issue Price, on and subject to the terms set out in the Placing and Open Offer Agreement.
The New Ordinary Shares issued under the Firm Placing, Placing and Open Offer, when issued and fully paid, will be identical to and rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after Admission.
Lock Up
Pursuant to the Placing and Open Offer Agreement, the Company has agreed that, subject to certain customary exceptions, during the period of 180 days from the date of Admission, it will not, without the prior written consent of the Banks (not to be unreasonably withheld or delayed), 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 enter into any transaction with the same economic effect as any of the foregoing.
Conditions
The Firm Placing, Placing and Open Offer are conditional, inter alia, upon:
(i) the passing of all of the Capital Resolutions;
(ii) Admission becoming effective by not later than 8.00 a.m. on 19 April 2016 (or such later time and/or date as the Company and Joint Global Coordinators may agree, not being later than 8.00 a.m. on 29 April 2016); and
(iii) the Placing and Open Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms.
Accordingly, if any such conditions are not satisfied, the Firm Placing, Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies received under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
Application for Admission
Application will be made for the admission of the New Ordinary Shares to be issued under the Firm Placing and Placing and Open Offer 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. Subject to the various conditions being satisfied, it is expected that Admission will become effective on 8.00 a.m. on 19 April 2016 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.
Important Notice
Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be subscribed for under the Placing for the benefit of the Company.
Prospectus
The Prospectus is expected to be published on or around 23 March 2016 containing full details of how Shareholders can participate in the Capital Raise. The Circular containing a notice of an EGM expected to be held at 11.00 a.m. on 18 April 2016, is also expected to be published on or around 24 March 2016. Completion of the Capital Raise is conditional, inter alia, upon the passing of the Capital Resolutions set out in the Circular.
Copies of the Prospectus and the Circular will be available from the registered office of Cairn Homes plc at 7 Grand Canal, Grand Canal Street Lower, Dublin 2, D02KW81, Ireland during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the date of its publication until Admission. The Prospectus and Circular will both be available on the Company's website, www.cairnhomes.com.
For further information, please contact:
Cairn Homes p.l.c +353 1 696 4600
Michael Stanley
Eamonn O'Kennedy
BofA Merrill Lynch +44 (0)20 7628 1000
James Fleming
Brian Hanratty
Goodbody +353 1 667 0420
Linda Hickey
Stephen Kane
Davy +353 1 679 6363
Paul Burke
Eugenee Mulhern
Hume Brophy +353 1 662 4712
Maria Cryan
Edel Bach
About the Company
Cairn Homes is a well-capitalised Irish homebuilder, with an experienced management team, who are clearly focused on being a significant contributor in the delivery of much needed new homes in Ireland. The Company constructs high quality new houses and apartments with an emphasis on design, innovation and customer service. Cairn acquires greenfield and brownfield sites in Ireland that are suitable for residential development, with an emphasis on Dublin and the Dublin commuter belt, as well as in other major urban centres. www.cairnhomes.com.
Expected timetable of principal events
Each of the times and dates is subject to change without further notice. Please refer to the notes for this timetable set out below.
|
Event |
Time/Date |
|
Record Date for entitlements to participate in the Open Offer
|
5.00 p.m. on 18 March 2016 |
|
Announcement of the Capital Raise
|
21 March 2016 |
|
Completion of the bookbuild and announcement of Issue Price and of Open Offer Ratio
|
22 March 2016 |
|
Ex-entitlement date for the Open Offer
|
23 March 2016 |
|
Publication of the Prospectus
|
23 March 2016 |
|
Posting of the Circular and Form of Proxy to Qualifying Shareholders and posting of Application Forms to Qualifying Non-CREST Shareholders
|
24 March 2016 |
|
Open Offer Entitlements credited to stock accounts in CREST for Qualifying CREST Shareholders
|
24 March 2016 |
|
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them into certificated form)
|
4.30 p.m. on 6 April 2016 |
|
Latest Recommended time and date for depositing Open Offer Entitlements into CREST (i.e. if your Open Offer Entitlements are represented by an Application Form and you wish to convert them into uncertificated form)
|
3.00 p.m. on 7 April 2016 |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)
|
3.00 p.m. on 11 April 2016 |
|
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)
|
11.00 a.m. on 13 April 2016 |
|
Announcement of the take up under the Open Offer
|
14 April 2016 |
|
Latest times and date for receipt of Forms of Proxy or submission of proxy votes electronically
|
11.00 a.m. on 16 April 2016 |
|
Time and date of EGM
|
11.00 a.m. on 18 April 2016 |
|
Announcement of results of EGM
|
18 April 2016 |
|
Issue of the New Ordinary Shares pursuant to the Capital Raise and Admission and expected commencement of dealings in the New Ordinary Shares issued under the Capital Raise on the London Stock Exchange
|
8.00 a.m. on 19 April 2016 |
|
CREST stock accounts expected to be credited for the New Ordinary Shares in uncertificated form under the Capital
|
8.00 a.m. on 19 April 2016 |
|
Share certificates for New Ordinary Shares issued under the Capital Raise expected to be despatched
|
On or about 26 April 2016 |
Notes:
1. All references to time in this announcement are to Dublin time unless otherwise stated.
2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement and in any other documents issued by the Company in connection with the Capital Raise or Admission may be adjusted by the Company, in which event details of the new times and dates will be notified to a Regulatory Information Service and, where appropriate, to Qualifying Shareholders.
3. Different deadlines and procedures for return of forms may apply in certain cases.
4. Shareholders should note that any Existing Ordinary Shares sold prior to the close of business on 23 March 2016, the last day on which the Existing Ordinary Shares trade with entitlement will be sold to the purchaser with the right to receive Open Offer Entitlements.
5. The ability to participate in the Open Offer is subject to certain restrictions relating to Shareholders who have registered addresses, or who are resident or located, outside Ireland or the United Kingdom, details of which will be set out in Part XV (Terms and Conditions of the Open Offer) of the Prospectus.
Important Notices
This announcement has been issued by Cairn Homes and is the sole responsibility of Cairn Homes. The information in this announcement is for background purposes only and does not purport to be full or complete. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction. Any subscription for New Ordinary Shares in the Capital Raise should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with Admission. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the admission of such New Ordinary Shares. Copies of the Prospectus will, following publication, be available from the Company's registered office and on the Company's website (www.cairnhomes.com) and will be available for viewing at the National Storage Mechanism at www.hemscott.com/nsm.
The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares to any person in the United States, Australia, Canada, Japan, Switzerland or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, Switzerland or South Africa.
This announcement is not an offer of securities for sale in the United States, and 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 securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under the Securities Act. No public offering of securities is being made in the United States.
The New Ordinary Shares and the Open Offer Entitlements have not been and will not be registered under the applicable securities laws of Australia, Japan, Switzerland or South Africa, and the Company is not a "reporting issuer", as such term is defined under applicable Canadian securities laws. Subject to certain exceptions, the New Ordinary Shares and the Open Offer Entitlements referred to herein may not be offered or sold in Australia, Canada, Japan, Switzerland or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, Switzerland or South Africa. There will be no public offer of securities in Australia, Canada, Japan, Switzerland or South Africa.
The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the New Ordinary Shares, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Capital Raise will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Capital Raise at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the New Ordinary Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Capital Raise or Admission cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Capital Raise for the person concerned.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of Merrill Lynch International, Goodbody and Davy (together, the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Merrill Lynch International, is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for the Company and no one else in connection with Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Admission, the Capital Raise or any matter referred to herein.
Goodbody Stockbrokers, trading as Goodbody, is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Capital Raise or any matter referred to herein.
J&E Davy, trading as Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Capital Raise or any matter referred to herein.
In connection with the Capital Raise, each of the Banks or any of their respective affiliates, may take up a portion of the New Ordinary Shares and/or related instruments in connection with the Capital Raise as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own account(s) such New Ordinary Shares and/or related instruments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus, once published, to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks or any of their respective affiliates acting as investors for their own accounts. Except as required for legal or regulatory obligations to do so, the Banks do not propose to make any disclosure in relation to the extent of any such investments or transactions.
None of the Banks, any of their respective affiliates, or any of their or their affiliates' respective directors, officers or employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this announcement, or no representation or warranty, express or implied, is made as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement or any document referred to in this announcement) or any other information relating to the Company or their respective subsidiaries or affiliates, 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 the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks, their respective affiliates, and each of their and their affiliates' respective directors, officers, employees and agents, and any other person acting on their behalf, expressly disclaims 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.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.
DEFINITIONS AND GLOSSARY
PART A: DEFINITIONS
The following defined terms apply throughout this document, unless the context requires otherwise:
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"Acquired Sites" |
the sites acquired and/or conditionally acquired by the Group in Ireland for development being the Parkside Site, the Killiney Site, the Butterly Site, the Navan Site (conditional on the receipt of the Navan Planning Approval), the Galway Site, the Foxrock Site, the Rathgar Site, the Stillorgan Site (Ard na Glaise), the Hanover Quay Site and the Cherrywood Site, excluding sites held as collateral for the Group's Loan Portfolio |
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"Adjusted Issue Price" |
the IPO Issue Price as adjusted to reflect any subsequent consolidation or subdivision of Ordinary Shares or any allotment of Ordinary Shares pursuant to a capitalisation of profits or reserves |
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"Admission" |
the admission of the New Ordinary Shares to the standard listing segment of the Official List, and to trading on the London Stock Exchange's main market for listed securities, becoming effective in accordance with the Listing Rules |
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"Allied Irish Banks" |
Allied Irish Banks p.l.c., a company incorporated under the laws of Ireland with registered number 24173 and with its registered address at Bankcentre, Ballsbridge, Dublin 4, D04 NV02 |
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"Application Form" |
the personalised application form being sent to Qualifying Non-CREST Shareholders for use in connection with the Open Offer |
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"Argentum Exclusivity Agreement" |
the agreement dated 23 December 2015 in connection with the proposed acquisition by the Company of the entire issued share capital of Argentum Property HoldCo Limited |
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"Argentum Sites" |
those sites located in Greystones, Ashbourne, Naas, Griffith Avenue, Clontarf, and Swords which are the subject of the Argentum Exclusivity Agreement |
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"Articles" |
the articles of association of the Company |
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"Banks" or each a "Bank" |
BofA Merrill Lynch, Goodbody and Davy |
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"Board" |
the directors of the Company from time to time |
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BofA Merrill Lynch" |
Merrill Lynch International of 2 King Edward Street, London, EC1A 1HQ, United Kingdom |
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"Business Day" |
a day on which banks are open for business in Ireland and the city of London (excluding Saturdays, Sundays and public holidays) |
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"Capital Raise" |
the Firm Placing and the Placing and Open Offer |
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"Capital Resolutions" |
the resolutions, relating to the Capital Raise to be proposed at the Extraordinary General Meeting |
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"Central Bank" |
the Central Bank of Ireland or its successor body(ies) |
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"Chairman" |
the chairman of the Board, being John Reynolds |
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"Change of Control Price" |
the price per Ordinary Share offered to Shareholders in an offer resulting from or linked to a Change of Control |
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"Change of Control" |
the acquisition of Control following Admission by on or before 30 June 2022 by any person or party (or by any group of persons and/or parties who are acting in concert (as such expression is defined in the Irish Takeover Rules from time to time) |
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"Circular" |
the document to be published on or around the date of the Prospectus, including a notice convening the EGM, which comprises a circular to Shareholders |
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"Closing Price" |
the closing mid-market price of an Ordinary Share in the London Stock Exchange on the relevant day, as shown on Bloomberg financial markets |
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"Co-Bookrunner" |
Davy |
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"Company" |
Cairn Homes p.l.c., a public limited company incorporated under the laws of Ireland with registered number 552564 and with its registered address at 7 Grand Canal, Grand Canal Street Lower, Dublin 2, D02 KW81
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"CREST" |
the computerised settlement system operated by Euroclear UK & Ireland which facilitates the transfer of title to shares in uncertificated form |
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"Davy" |
J&E Davy, an unlimited company incorporated in Ireland (registered number 106680) and whose registered address is Davy House, 49 Dawson Street, Dublin 2, D02 PY05 and/or (as the context may require) its affiliate Davy Corporate Finance |
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"Directors" |
the directors of the Company as at the date of this document |
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"Euroclear" |
Euroclear UK & Ireland Limited (formerly named CRESTCo Limited), the operator of CREST |
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"Excluded Territory" |
United States, Australia, Canada, Japan, Switzerland, the Dubai International Financial Centre, the Republic of South Africa and any other jurisdiction where the extension or availability of the Capital Raise would breach any applicable law, or any one of them as the context required |
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"Existing Ordinary Shares" |
the existing Ordinary Shares in the capital of the Company at the date of this document |
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"Extraordinary General Meeting" or "EGM" |
the extraordinary general meeting of the Company expected to be held at 11.00 a.m. on 18 April 2016 including any adjournment thereof, notice of which will be contained in the Circular |
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"FCA" |
the UK Financial Conduct Authority |
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"Firm Placed Shares" |
the number of New Ordinary Shares, set out in the Pricing Memorandum (if executed) to be placed with Placees (and for the avoidance of doubt, will not form part of the Open Offer) |
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"Firm Placing" |
the placing of the Firm Placed Shares with the Firm Placees at the Issue Price |
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"Firm Placees" |
those person with whom the Firm Placed Shares will be placed |
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"Founder Share Value" |
made without reference to the 12.5 per cent. per annum hurdle so that once the Performance Condition is satisfied, the holders of Founder Shares are entitled to share in 20 per cent. of the total return, not just the element incremental Total Shareholder Return above the hurdle contained in the Performance Condition |
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"Founder's Shares" |
the convertible, redeemable shares of €0.001 each in the capital of the Company as described in the Articles |
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"Form(s) of Proxy" |
the form of proxy for use by Shareholders in connection with the EGM |
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"Goodbody" |
Goodbody Stockbrokers, trading as Goodbody, Ballsbridge Park, Ballsbridge, Dublin 4 |
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"Group" |
the Company and its subsidiaries |
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"Group's Loan Portfolio" |
the portion of the Project Clear Loan Portfolio acquired by the Group being approximate 75 per cent. of the Project Clear Loan Portfolio acquired from Ulster Bank |
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"Highest Average Closing Price" |
means: (i) in respect of any Test Period where the Performance Condition is satisfied for exactly 15 consecutive Business Days, the average Closing Price achieved for those 15 consecutive Business Days; and (ii) in respect of any Test Period where the Performance Condition is satisfied for more than 15 consecutive Business Days, the highest average Closing Price achieved in that Test Period when measured over a period of 15 consecutive Business Days |
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"IPO" |
means the initial public offering of the Ordinary Shares of the Company in June 2015 |
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"IPO Admission" |
means the admission of the Ordinary Shares issued pursuant to the Company's IPO to the standard listing segment of the Official List and trading on the London Stock Exchange's main market for listed securities, which occurred on 15 June 2015 |
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"IPO Issue Price" |
€1.00 |
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"Ireland" |
the island of Ireland excluding Northern Ireland, and the word "Irish" shall be construed accordingly |
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"Irish Takeover Rules" |
the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended |
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"Issue Price" |
the price at which each New Ordinary Share is to be issued under the Capital Raise to be determined following the bookbuild process |
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"Joint Global Coordinators" |
BofA Merrill Lynch and Goodbody |
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"Killiney Site" |
the site at Killiney Hill Road (units 1-17), Killiney/Shanganagh Road, Ballybrack (units 18-20), South Dublin acquired by the Group on 15 June 2015 |
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"Last Practicable Date" |
the last practicable date prior to the publication of this document, being 21 March 2016 (unless otherwise stated) |
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"London Stock Exchange" |
London Stock Exchange plc |
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"Market Capitalisation" |
The market capitalisation of the Company, calculated by multiplying the applicable Closing Price (or in the case of a Change of Control, the Change of Control Price) by the number of Ordinary Shares in issue on the relevant date |
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"New Ordinary Shares" |
the New Ordinary Shares to be issued pursuant to the Capital Raise, to be determined following the bookbuild process |
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"Official List" |
the official list of the FCA maintained by the UKLA |
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"Open Offer Entitlement" |
an entitlement of a Qualifying Shareholder to apply for Open Offer Shares on the basis of Existing Ordinary Shares held by him or her or it on the Record Date pursuant to the Open Offer |
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"Open Offer Ratio" |
the ratio of New Ordinary Shares to Existing Ordinary Shares held on the Record Date available for subscription by Qualifying Shareholders under the Open Offer |
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"Open Offer Shares" |
the number of New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer |
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"Open Offer" |
the offer to Qualifying Shareholders constituting an invitation to apply for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Prospectus, and in the case of the Qualifying Non-CREST Shareholders, the Application Form |
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"Ordinary Shares" |
the ordinary shares of €0.001 each in the capital of the Company as described in the Articles (which includes the Existing Ordinary Shares and the New Ordinary Shares) |
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"Parkside Site" |
the site at Parkside, Dublin North acquired by the Group on 15 June 2015 |
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"Performance Condition" |
for a period of 15 or more consecutive Business Days during the relevant Test Period, the Closing Price exceeds such figure as is derived by increasing the Adjusted Issue Price by 12.5 per cent. for each Test Period starting with the first in 2016 and ending with the last in 2022, such increase to be on a compound basis |
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"Pipeline Sites" |
the Argentum Sites, the Cherrywood Option Site, the Maynooth Site, the South Dublin Site , and the Dublin Commuter Belt Site |
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"Placee" |
those persons with whom the Placing Shares are to be placed |
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"Placing" |
the conditional placing of the Placing Shares at the Issue Price by Goodbody, BofA Merrill Lynch and Davy in accordance with the Placing and Open Offer Agreement |
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"Placing and the Open Offer" |
the Placing and the Open Offer |
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"Placing and Open Offer Agreement" |
the placing and open offer agreement between the Company and the Banks dated 21 March 2016 |
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"Placing Shares" |
the number of New Ordinary Shares which are the subject of the Placing (to be conditionally placed subject to clawback under the Open Offer) |
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"Pricing Memorandum" |
terms of subscription setting out the final number of New Ordinary Shares and the Issue Price following completion of the bookbuilding process |
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"Project Clear Loan Portfolio" |
the portfolio of loans acquired by the Company and Lone Star from Ulster Bank |
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"Prospectus" |
the document expected to be published by the Company on or around 23 March 2016 in respect of the Capital Raise comprising a prospectus for the purposes of Directive 2003/71/EC (as amended) and the Prospectus Regulations |
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"Prospectus Regulations" |
the Prospectus (Directive 2003/71 EC) Regulations 2005 of Ireland (as amended) |
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"PRA" |
Prudential Regulation Authority |
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"Qualifying CREST Shareholders" |
Qualifying Shareholders whose Ordinary Shares are held in uncertified form in CREST on the Record Date |
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"Qualifying Non-CREST Shareholders" |
Qualifying Shareholders whose Ordinary Shares are in certificated form on the Record Date |
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"Qualifying Shareholders" |
holders of Existing Ordinary Shares on the register of members of the Company on the Record Date, with the exception of certain Overseas Shareholders |
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"Record Date" |
the date on which the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares will be determined by reference to the register of members of the Company, being 5.00 p.m. on 18 March 2016 |
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"Regulatory Information Service" or "RIS" |
one of the regulatory information services authorised by the FCA to receive, process and disseminate regulated information from listed companies |
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"Senior Debt Facilities Agreement" |
the agreement entered into between the Company and Allied Irish Banks in connection with the Senior Debt Facilities |
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"Senior Debt Facilities" |
the Term Loan Facility and the Revolving Credit Facility entered into by the Company with Allied Irish Banks in November 2015 |
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"Shareholder" |
a holder of Ordinary Shares in the Company |
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"Term Loan Facility" |
the term loan facility of up to €150 million made available to the Company under the Senior Debt Facilities Agreement |
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"Test Periods" |
shall be construed as follows: (a) the first test period shall be the period between 1 March 2016 and 30 June 2016; and (b) thereafter each test period shall be the period between 1 March and 30 June in each subsequent year and so that the final test period shall be the period between 1 March 2022 and 30 June 2022, and "Test Period" shall be construed accordingly |
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"Total Shareholder Return" |
the sum (i) the increase in the Market Capitalisation (as adjusted to exclude the effect of any shares issued as a result of any equity fundraising) in the relevant period and (ii) the Value Return in the relevant period |
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"U.S. Securities Act" |
the U.S. Securities Act of 1933, as amended |
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"UK" or "United Kingdom" |
United Kingdom of Great Britain and Northern Ireland |
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"UK Listing Rules" |
listing rules of the UK Listing Authority under Section 73A of the FSMA |
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"UKLA" or "UK Listing Authority" |
the FCA acting in its capacity as the competent authority for the purposes of Part VIII of FSMA |
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"Ulster Bank" |
refers to Ulster Bank Limited and Ulster Bank Ireland Limited |
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"Value Return" |
the amount of any value paid by the Company (whether in the form of cash or otherwise) and received by (or issued to) holders of Shares on or in respect of that holding including dividends, other distributions and returns of capital but excluding the value of any Founder Shares which have been redeemed |
PART B: GLOSSARY
The following technical terms when used throughout this document have the meanings given below, unless the context requires otherwise:
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"Greater Dublin Area" or "GDA" |
County Dublin, County Meath, County Kildare and County Wicklow |
APPENDIX 1
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE FIRM PLACING AND PLACING FOR INVITED FIRM PLACEES AND PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING AND PLACING. THIS ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE PERSONS WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (B) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"); AND (C) HAVE BEEN INVITED TO PARTICIPATE IN THE FIRM PLACING AND PLACING BY THE BANKS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON DISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIX 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT AND THIS APPENDIX DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS ANNOUNCEMENT AND THIS APPENDIX AND IF SENT IN RESPONSE TO INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR THIS APPENDIX, WILL NOT BE ACCEPTED.
If a Firm Placee and Placee indicates to the Banks that it wishes to participate in the Firm Placing and Placing by making an oral offer to acquire Firm Placed Shares and Placing Shares it will be deemed to have read and understood this Appendix and the announcement of which it forms part in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in this announcement.
This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to persons in the United States, Australia, Canada, Japan, South Africa or Switzerland or any jurisdiction in which the same is unlawful. The distribution of this announcement and the offer and/or placing of Firm Placed Shares and Placing Shares in certain other jurisdictions may be restricted by law. No action has been taken by the Banks or the Company that would permit an offer of the Firm Placed Shares and Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Firm Placed Shares and Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Banks and the Company to inform themselves about and to observe any such restrictions.
Firm Placees and Placees are referred to this announcement and the Prospectus, which the Company intends to publish once finalised, containing details of, inter alia, the Capital Raising. This announcement and the Prospectus, have been prepared and issued, or will be issued, by the Company, and each of these documents is and will be the sole responsibility of the Company.
Proposed Placing of Placing Shares subject to clawback in respect of valid applications by Qualifying Shareholders
Subject to, amongst other conditions contained in the Placing and Open Offer Agreement, the Banks and the Company executing a Pricing Memorandum following the bookbuild in connection with the Firm Placing and Placing (the "Bookbuild"), Qualifying Shareholders on the register of members of the Company at 5.00 p.m. on 18 March 2016 will be offered the right to acquire at the Issue Price, payable in full on acceptance, their pro rata entitlement of the Open Offer Shares. Entitlements to fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's entitlement will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold to the Placees in the Placing for the ultimate benefit of the Company.
Application for listing and admission to trading
Application will be made to (i) the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List and (ii) the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. Application will also be made to Euroclear UK & Ireland Limited for the entitlements to the Open Offer Shares to be admitted as separate participating securities within CREST.
Subject to satisfaction of the conditions referred to herein and to be set out in the Prospectus, it is expected that the Application Form will be despatched on 24 March 2016 to Shareholders who hold their Ordinary Shares in certificated form (other than, subject to certain exceptions, shareholders in the United States and the other Excluded Territories). It is expected that Open Offer Entitlements will be credited to stock accounts in CREST around 8.00 a.m. on 24 March 2016 to Qualifying Shareholders who hold their Ordinary Shares in uncertificated form (other than, subject to certain exceptions, shareholders in the United States and the other Excluded Territories) and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 19 April 2016. The latest time and date for acceptance and payment in full in respect of the Open Offer is expected to be 11.00 a.m. on 13 April 2016.
The New Ordinary Shares will be issued subject to the memorandum and articles of association of the Company and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, (including the right to receive all dividends or other distributions declared after the date of the issue of the New Ordinary Shares).
Bookbuild
Commencing today, the Banks will be conducting the Bookbuild to determine demand for participation in the Firm Placing and Placing. The Banks will seek to procure Firm Placees and Placees as part of this Bookbuild. This announcement gives details of the terms and conditions of, and the mechanics of participation in, the Bookbuild and the Firm Placing and Placing.
A commission of 1.25% of the product of the Issue Price and the number of Placing Shares which such Placee has agreed to acquire (whether or not such Placing Shares are actually subscribed for by the Placee) will be paid by the Company to such Placee on the date of Admission subject to payment in full by such Firm Placee and Placee for the Firm Placed Shares and Placing Shares allocated to it in accordance with this announcement and such Firm Placee and Placee's Placing Letter (as defined below). The commission will be paid to Placees by the Company only if the Banks' obligations under the Placing and Open Offer Agreement become unconditional in all respects and the Placing and Open Offer Agreement is not terminated in accordance with its terms prior to Admission. Any commission payable shall be paid by the Company to the Placee.
Principal terms of the Bookbuild
(i) By participating in the Bookbuild and the Firm Placing and Placing, Firm Placees and Placees will be deemed to have read and understood this announcement in its entirety and to be participating and making an offer for any Firm Placed Shares and Placing Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this announcement and pursuant to the Placing Letter (as defined below).
(ii) The Banks are arranging the Firm Placing and Placing as agents of the Company.
(iii) Participation in the Firm Placing and Placing will only be available to persons who may lawfully be and are invited to participate by the Banks. The Banks and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
(iv) Any bid should state the total number of Firm Placed Shares and Placing Shares which the person wishes to acquire or the total monetary amount which it is offering to acquire Firm Placed Shares and Placing Shares at the Issue Price or at a price up to a price limit specified in its bid.
(v) The Bookbuild will establish a single price for the Firm Placed Shares, the Placing Shares and the Open Offer Shares. The Issue Price will be payable to the Banks by the Firm Placees and Placees in respect of the Firm Placed Shares and Placing Shares allocated to them.
(vi) The Bookbuild is expected to close on 22 March 2016. The timing of the closing of the books, pricing and allocations is at the discretion of the Banks and the Company.
(vii) If a Firm Placee and Placee's oral offer to participate in the Firm Placing and Placing is successful, such Firm Placee and Placee's allocation will be confirmed to it by the Banks following the close of the Bookbuild, and a letter to such Firm Placee and Placee from the Banks confirming its allocation (each such letter, a "Placing Letter") will be dispatched as soon as possible thereafter. Oral confirmation from the Banks to such Firm Placee and Placee, following completion of the Bookbuild, will constitute a legally binding commitment upon such Firm Placee and Placee, in favour of the Banks and the Company to acquire the number of Firm Placed Shares and Placing Shares allocated to it on the terms and conditions set out in this announcement, the Placing Letter and in accordance with the Company's memorandum and articles of association. Each Firm Placee and Placee will confirm such legally binding commitment by completing, signing and returning an acceptance form appended to its Placing Letter in accordance with the instructions therein, and should a Firm Placee and Placee fail to do so the Banks will retain the right to cancel their allocation or terminate such legally binding commitment. Each Firm Placee and Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Banks to pay to the Banks (or as the Banks may direct) in cleared funds an amount equal to: (a) the product of the Issue Price and the number of Firm Placed Shares which such Firm Placee has agreed to acquire; and (b) once apportioned (in accordance with the procedure described in the paragraph entitled 'Firm Placing and Placing Procedure' below), the product of the Issue Price and the number of Placing Shares which such Placee has agreed to acquire.
(viii) The Company will make a further announcement following the close of the Bookbuild detailing the Issue Price and the number of New Ordinary Shares to be issued (the "Pricing Announcement"). It is expected that such Pricing Announcement will be made as soon as practicable after the close of the Bookbuild.
(ix) A bid in the Bookbuild will be made on the terms and conditions in this announcement and will be legally binding on the Firm Placee and Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuild.
(x) Subject to paragraphs (vii) and (ix) above, the Banks reserve the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as they may determine. The acceptance of bids shall be at the Banks' absolute discretion.
(xi) Irrespective of the time at which a Firm Placee and Placee's allocation pursuant to the Firm Placing and Placing is confirmed, settlement for all Firm Placed Shares and Placing Shares to be acquired pursuant to the Firm Placing and Placing will be required to be made at the same time, on the basis explained below under the paragraph "Registration and Settlement".
All obligations under the Firm Placing and Placing will be subject to the fulfilment of the conditions referred to below under the paragraph "Conditions of the Firm Placing and Placing and Termination of the Placing and Open Offer Agreement".
Conditions of the Firm Placing and Placing and Termination of the Placing and Open Offer Agreement
Firm Placees and Placees will only be called on to acquire Firm Placed Shares and Placing Shares if the obligations of the Banks under the Placing Agreement have become unconditional in all respects and the Banks have not terminated the Placing and Open Offer Agreement prior to Admission.
The Banks' obligations under the Placing and Open Offer Agreement are conditional upon, inter alia:
· the Company having complied in all material respects with its obligations under the Placing and Open Offer Agreement which fall to be performed on or prior to Admission;
· the representations, warranties, undertakings or covenants of the Company contained in the Placing and Open Offer Agreement being true and accurate and not misleading at all times prior to Admission by reference to the facts and circumstances from time to time subsisting ;
· Admission having occurred by not later than 8.00 a.m. on the first dealing day after the date of the EGM or such later time and/or date as the Company and the Joint Global Coordinators may agree;
· the passing of the Capital Resolutions at the EGM (and not, save with the Joint Global Co-ordinators' written consent, at any adjournment thereof); and
· the Issue Price being determined and the Pricing Memorandum being executed by the Company in accordance with the terms of the Placing and Open Offer Agreement,
(all such conditions included in the Placing and Open Offer Agreement being together the "Conditions").
The Banks may terminate the Placing and Open Offer Agreement at any time before Admission or on the occurrence of certain events, including, (i) in the opinion of the Joint Global Co-ordinators there has been a material adverse change, (ii) the Banks become aware that any of the warranties or representations given by the Company under the Placing and Open Offer Agreement are or would be untrue, incorrect or misleading, (iii) the Banks become aware that any offer document (or any amendment or supplement thereto) is or has become untrue, inaccurate or misleading, or (iv) the application of the Company for Admission is withdrawn or is refused by the FCA or the London Stock Exchange for any reason.
If any Condition has not been satisfied or waived by the Joint Global Co-ordinators as described below by the time (if any) specified in the Placing and Open Offer Agreement or (if none is specified) by 8.00 a.m. on 19 April 2016, being the expected date for Admission, or such later date which the Company and Joint Global Co-ordinators may agree in writing, being no later than 29 April 2016) or if the Placing and Open Offer Agreement is terminated, all obligations under these terms and conditions and/or any Placing Letters will automatically terminate. By participating in the Bookbuild and the Firm Placing and Placing, each Firm Placee and Placee agrees that its rights and obligations hereunder are conditional upon the Placing and Open Offer Agreement becoming unconditional in all respects and that its rights and obligations will terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral or written confirmation by the Banks (at the Banks' discretion) following the close of the Bookbuild.
The Joint Global Co-ordinators may in their absolute discretion waive fulfilment of any of the conditions (in whole or part) in the Placing and Open Offer Agreement. Any such waiver will not affect the Firm Placee and Placees' commitments as set out in this announcement. Neither of the Joint Global Co-ordinators shall have any liability to any Firm Placee and Placee (or to any other person whether acting on behalf of a Firm Placee and Placee or otherwise) in respect of any decision made as to whether or not to waive or to extend the time and/or date for the fulfilment of any condition in the Placing and Open Offer Agreement.
By participating in the Firm Placing and Placing each Firm Placee and Placee agrees that the exercise by the Company or any of the Banks of any right or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of the Company and each of the Banks (as the case may be) and that neither the Company nor any of the Banks need make any reference to such Firm Placee and Placee and that neither the Company nor any of the Banks shall have any liability to such Firm Placee and Placee (or to any other person whether acting on behalf of a Firm Placee and Placee or otherwise) whatsoever in connection with any such exercise.
Withdrawal Rights
Firm Placees and Placees acknowledge that their acceptance of any of the Firm Placed Shares and Placing Shares is not by way of acceptance of the public offer to be made in the Prospectus and Application Forms but is by way of a collateral contract and as such Regulation 52 of the Irish Prospectus Regulations does not entitle Firm Placees and Placees to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Capital Raising. If, however, a Firm Placee and Placee is entitled to withdraw, by accepting the offer of a placing participation, the Firm Placee and Placee agrees to confirm their acceptance of the offer on the terms contained in the Placing Letter on the same terms immediately after such right of withdrawal arises.
Firm Placing and Placing Procedure
Any Open Offer Shares offered pursuant to the Capital Raising and not subject to valid applications from Qualifying Shareholders received by 11.00 a.m. on 13 April 2016 (or such other time and/or date as the Company and the Banks may agree), or if not otherwise deemed to be valid in accordance with the Prospectus, will be deemed to have been declined and the entitlement to such shares will lapse.
Firm Placees and Placees shall acquire the Firm Placed Shares and Placing Shares and any allocation of the Firm Placed Shares and Placing Shares will be notified to them on 22 March 2016 (or such other time and/or date as the Company and the Banks may agree).
Placees will be called upon to subscribe for, and shall subscribe for, the Placing Shares only if valid applications from Qualifying Shareholders for such shares have not been received by 11.00 a.m. on 13 April 2016 (or such other time and/or date as the Company and the Banks may agree), or if applications have otherwise not been deemed to be valid in accordance with the Prospectus, and any allocation of the Placing Shares to Placees will be notified to them on the date of the EGM (or such other time and/or date as the Company and the Banks may agree).
Payment in full for any Firm Placed Shares and Placing Shares so allocated at the Issue Price must be made by no later than 2.30 p.m. (or such other time as shall be notified to each Firm Placee and Placee by the relevant Bank) on the date of Admission (or such other time and/or date as the Company and the Banks may agree). The Banks will notify the Firm Placees and Placees if any of the dates in this announcement should change, including as a result of delay in the posting of the Circular, the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.
Registration and Settlement
Settlement of transactions in the Firm Placed Shares and Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. The Banks and the Company reserve the right to require settlement for and delivery of the Firm Placed Shares and Placing Shares to Firm Placees and Placees by such other means that they deem necessary if delivery or settlement is not possible within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Firm Placee and Placee's jurisdiction. Each Firm Placee and Placee will be deemed to agree 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 relevant Bank.
Each Firm Placee and Placee allocated any Firm Placed Shares and conditionally allocated any Placing Shares in the Firm Placing and Placing will be sent a Placing Letter confirming the contract concluded upon acceptance by the Banks of such Firm Placee and Placee's earlier oral offer and also confirming the number of Firm Placed Shares and Placing Shares conditionally allocated to it, the Issue Price and the aggregate amount owed by such Firm Placee and Placee to the Banks. Payment in full for any Firm Placed Shares and Placing Shares so allocated (subject to clawback) at the Issue Price must be made by no later than 2.30 p.m. (or such other time as shall be notified to each Firm Placee and Placee by the relevant Bank) on the date of Admission (or such other time and/or date as the Company and the Banks may agree). Interest is chargeable daily on payments to the extent that value is received after the due date from Firm Placees and Placees at the rate of two percentage points above prevailing LIBOR. Each Firm Placee and Placee is deemed to agree that if it does not comply with these obligations, the Banks may make arrangements (in their absolute discretion as to manner, timing and terms) for the acquisition by a third party of any or all of the Firm Placed Shares and Placing Shares on terms that any costs, expenses or losses incurred by the Banks in so doing shall be for the Firm Placee and Placee's account and, for that purpose, are authorised as the Firm Placee and Placee's agent. Any proceeds of such acquisition (after deducting therefrom all such costs, expenses and losses including, without limitation, any transfer taxes payable on the transfer of such Firm Placed Shares and Placing Shares, and all amounts payable by the Firm Placee and Placee pursuant to the provisions of this letter in respect of the acquisition of such Firm Placed Shares and Placing Shares) will be held by the Bank on the Firm Placee and Placee's behalf, subject to requirements of law and regulation. None of the Banks, or any of their respective affiliates, or any of their or their affiliates' respective directors, officers, employees or agents shall be liable to the Firm Placee and Placee or to any other person for any loss suffered or incurred as a result of the exercise of such discretion or as a result of any resulting sale of Firm Placed Shares and Placing Shares allocated to such Firm Placee and Placee.
If Firm Placed Shares and Placing Shares are to be delivered to a custodian or settlement agent, Firm Placees and Placees should ensure that the Placing Letter is copied and delivered immediately to the relevant person within that organisation.
Acceptance
By participating in the Firm Placing and Placing and/or completing (as applicable), signing and returning the appropriate version of the forms of acceptance attached to the Placing Letter, a Firm Placee and Placee:
(i) undertakes to the Banks, in consideration of its allocation of a placing participation, to subscribe at the Issue Price for any Firm Placed Shares and Placing Shares comprised in its allocation for which it is required to subscribe pursuant to these terms and conditions and/or the Placing Letter, subject to clawback of the Open Offer Shares by Qualifying Shareholders in the Open Offer;
(ii) confirms that it has read and understood the contents of (a) this announcement and the Pricing Announcement (together the "Press Announcements"); and (b) the preliminary prospectus dated 21 March 2016 and the pricing notification to be issued by the Company on 22 March 2016 (together the "Disclosure Package"), and has not relied on any information given or any representations or statements made at any time by any person in connection with Admission, the Firm Placing and Placing, the Company, the New Ordinary Shares, or otherwise, other than the information contained in the Press Announcements, the Disclosure Package and its Placing Letter and that in accepting the offer of its placing participation it will be relying solely on the information contained in the Press Announcements, the Disclosure Package and its Placing Letter, receipt of which is hereby acknowledged and undertakes not to redistribute such documents;
(iii) confirms that its oral commitment will be made solely on the basis of the information set out in the Press Announcements, the preliminary prospectus dated 21 March 2016 and the information publicly announced to a Regulatory Information Service by or on behalf of the Company on the date of this announcement;
(iv) acknowledges that the content of the Press Announcements and the Disclosure Package are exclusively the responsibility of the Company and agrees that none of the Banks, nor any of their respective affiliates nor any person acting on behalf of any of such persons will be responsible for or shall have liability for any information, representation or statements contained therein, and none of the Banks, or any of their respective affiliates or any person acting on behalf of any of such persons will be responsible or liable for a Firm Placee and Placee's decision to accept its placing participation based on any information, representation or statement contained in the Press Announcements and the Disclosure Package.
(v) confirms that (i) none of the Banks, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (ii) none of the Banks, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to the Firm Placee and Placee, whether at the date of publication of such information, the date of this announcement or otherwise; and that (iii) none of the Banks, their affiliates or any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) to (ii) above, whether at the date of publication of such information, the date of this announcement or otherwise;
(vi) acknowledges and agrees that it has made its own assessment of the Company and has relied on its own investigation on the business, financial or other position of the Company in accepting the offer of its placing participation;
(vii) represents and warrants that if it has received any confidential price sensitive information about the Company in advance of the Firm Placing and 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 generally available;
(viii) confirms that it has taken or will take all appropriate action required under the Proceeds of Crime Act 2002 and has complied with the Money Laundering Regulations 2007 and any other applicable legislation concerning prevention of money laundering (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;
(ix) 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 FSMA) relating to the Firm Placed Shares and Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
(x) represents and warrants that it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Firm Placee and Placee or any other person in relation to the Company;
(xi) represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Firm Placed Shares and Placing Shares in, from or otherwise involving the United Kingdom;
(xii) represents and warrants that it is not, and at the time the Firm Placed Shares and Placing Shares are subscribed for will not be, subscribing on behalf of a resident of an Excluded Territory other than (a) in the United States, a Qualified Institutional Buyer as defined in Rule 144A under the US Securities Act of 1933, as amended and (b) in Canada, a person resident in the province of Alberta, British Columbia, Ontario or Quebec who qualifies as an "accredited investor" as defined in National Instrument 45-106 - Prospectus and Registration Exemptions and, if relying on subsection (m) of the definition of that term, is not a person created or being used solely to purchase or hold securities as an accredited investor and who also qualifies as a "permitted client" as defined under National Instrument 31-103 Registration Requirements and Exemptions;
(xiii) represents and warrants that it does not expect the Banks to have any duties or responsibilities towards it for providing protections afforded to clients under the Rules of the FCA (the "Rules") or advising it with regard to the Firm Placed Shares and Placing Shares and that it is not, and will not be, a client of any of the Banks as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;
(xiv) represents and warrants that it is not, and it is not applying as nominee(s) or agent(s) for, a person/person(s) who is (are) or may be a person mentioned in sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);
(xv) confirms that the person who it specifies for registration as holder of the Firm Placed Shares and Placing Shares will be (i) the Firm Placee and Placee or (ii) a nominee of the Firm Placee and Placee, as the case may be, and acknowledges that the Banks and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement; it agrees to acquire any Firm Placed Shares and Placing Shares pursuant to the Firm Placing and Placing on the basis that the Firm Placed Shares and Placing Shares will be allotted to a CREST stock account of one of the Banks who will hold them as nominee on behalf of the Firm Placee and Placee until settlement in accordance with its standing settlement instructions with it;
(xvi) if it is a pension fund or investment company, acknowledges that its acquisition of any Firm Placed Shares and Placing Shares is in full compliance with applicable laws and regulations;
(xvii) it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted 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 (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state);
(xviii) acknowledges that participation in the Firm Placing and Placing is on the basis that, for the purposes of the Firm Placing and Placing and Open Offer, it is not and will not be a client of any of the Banks and that none of the Banks have any duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Firm Placing and Placing and Open Offer nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer Agreement or the contents of the Press Announcements or the Disclosure Package;
(xix) agrees to provide the Banks with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Firm Placing and Placing, subject to its legal, regulatory and compliance requirements and restrictions;
(xx) acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed (save where such agreements relate to matters of US law) in accordance with the laws of England and Wales and it submits (on its behalf and on behalf of any Firm Placee and Placee 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 Firm Placed Shares and Placing Shares (together with any interest chargeable thereon) may be taken by the Banks in any jurisdiction in which the relevant Firm Placee and Placee is incorporated, in which any of its securities have a quotation on a recognised stock exchange or in any other court of competent jurisdiction;
(xxi) agrees that the Banks and the Company will rely upon the truth and accuracy of the foregoing representations and warranties which are irrevocable; and
(xxii) agrees to fully and effectively indemnify and hold harmless the Company and the Banks and each of their respective Affiliates (as defined in Rule 501(b) under the Securities Act) and each person, if any, who controls any Bank within the meaning of Section 15 of the Securities Act or Section 20 of the US Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other person acting on behalf of any such persons, and in each case their respective directors, employees, officers and agents from and against any and all losses, claims, damages, liabilities and expenses (including legal fees and expenses): (a) arising from any breach by such Firm Placee and Placee of any of the provisions of this announcement or the Placing Letter; or (b) incurred by the Banks and/or the Company arising from the performance of the Firm Placee and Placee's obligations as set out in this announcement and further agrees that the provisions of this announcement shall survive after completion of the Capital Raising.
Please also note that the agreement to allot and issue Firm Placed Shares and Placing Shares to Firm Placees and Placees (or the persons for whom Firm Placees and Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Firm Placees and Placees, or such persons as they nominate as their agents, direct from the Company for the Firm Placed Shares and Placing Shares in question. Such agreement assumes that such Firm Placed Shares and Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Firm Placed Shares and Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Firm Placed Shares and Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Banks would be responsible. If this is the case, it would be sensible for Firm Placees and Placees to take their own advice and they should notify the relevant Bank accordingly. In addition, Firm Placees and Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Firm Placed Shares and Placing Shares or the agreement by them to acquire any Firm Placed Shares and Placing Shares.
Selling Restrictions
In taking up an allocation of a placing participation a Firm Placee and Placee:
(i) represents and warrants that it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Firm Placed Shares and Placing Shares;
(ii) represents, warrants and undertakes that it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;
(iii) represents and warrants that, if it is in the UK, it is a person of the kind described in articles 19(5) or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended);
(iv) represents and warrants that, if it is in the EEA, it is a qualified investor as defined in section 86(7) of the FSMA, as amended, being a person falling within Articles 2.1(e)(i), (ii) or (iii) of Directive 2003/71/EC;
(v) confirms that it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Firm Placed Shares and Placing Shares that are allocated to it for the purposes of its business;
(vi) represents, warrants and agrees that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Firm Placed Shares and Placing Shares acquired by and/or purchased by it in the Capital Raising 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 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 Banks has been given to each such proposed offer or resale;
(vii) confirms that it is either (a) outside the United States purchasing in an offshore transaction pursuant to Regulation S of the Securities Act and who will sign and return the Regulation S Form of Acceptance in the Placing Letter or (b) a QIB or purchasing Firm Placed Shares and Placing Shares on behalf of a QIB, and who will sign and return the QIB Form of Acceptance, and who understands (or, if it is acting for the account of another person, such person has confirmed that such person understands) that (i) any Firm Placed Shares and Placing Shares are "restricted securities" (within the meaning of Rule 144(a)(3) of the Securities Act), and that, for so long as the Firm Placed Shares and Placing Shares are restricted securities, it will segregate such Firm Placed Shares and Placing Shares from any other shares that it holds that are not restricted securities, will not deposit the Firm Placed Shares and Placing Shares into any unrestricted depositary facility established or maintained by a depositary bank and will only transfer such Firm Placed Shares and Placing Shares in accordance with Section (ii) herein; and (ii) the Firm Placed Shares and Placing Shares may not be reoffered, resold, pledged or otherwise transferred except (a) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities (b) pursuant to Rule 144 under the Securities Act (if available), (c) in the United States to QIBs in a transaction not involving any general solicitation or general advertising pursuant to Rule 144A under the Securities Act or (d) pursuant to an effective registration statement under the Securities Act, and that in each case, such offer, sale, pledge or transfer must be made in accordance with all applicable securities laws in the United States and any state or other jurisdiction of the United States;
(viii) (a) confirms that it is not registered and is not required to be registered as a broker or a dealer under the Exchange Act 1934 and that it has not been granted, nor shall it accept, any selling concession, discount or other allowance from a participant in the Firm Placing and Placing that is a member of the Financial Industry Regulatory Authority, Inc.; and (b) acknowledges that the Banks may utilize the services of one or more affiliates that are US-registered broker-dealers to effect the transactions with the Firm Placee and Placee contemplated hereby, but any such broker-dealer will be acting solely as agent and not as principal in connection with such transactions and will have no responsibility or liability to me/us or the Banks arising from any failure by either of them to pay or perform any obligation in connection with this letter or any such transaction;
(ix) acknowledges that none of the Firm Placed Shares and Placing Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States;
(x) acknowledges that none of the Firm Placed Shares and Placing Shares may be offered, sold, taken up or delivered directly or indirectly, in whole or in part, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
(xi) acknowledges and agrees that it is not acquiring any of the Firm Placed Shares and 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 Securities Act) or directed selling efforts (as defined in Regulation S under the Securities Act);
(xii) acknowledges and agrees that: (a) the Firm Placed Shares and Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Firm Placing and Placing or the accuracy or adequacy of this announcement; and (b) any representation to the contrary is a criminal offence in the United States; and
(xiii) represents and warrants that it (on its behalf and on behalf of any Firm Placee and Placee on whose behalf it is acting) has (a) fully observed the laws of all relevant jurisdictions which apply to it; (b) obtained all governmental and other consents which may be required; (c) fully observed any other requisite formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not taken any action which will or may result in the Company or the Banks (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Firm Placing and Placing: (f) obtained all other necessary consents and authorities required to enable it to give its commitment to subscribe for the relevant Firm Placed Shares and Placing Shares; and (g) the power and capacity to, and will, perform its obligations under the terms contained in this announcement and in the Placing Letter.
Application for Open Offer Shares
The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares that appears to the Company or its agents to have been executed, effected or dispatched from the United States or another Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Open Offer Shares or in the case of a credit of Open Offer Entitlements to a stock account in CREST, to a CREST member whose registered address would be in an Excluded Territory, or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates of make such a credit.
Times
Unless the context otherwise requires, all references to time are to Irish time. All times and dates in this announcement may be subject to amendment. The Banks will notify Firm Placees and Placees and any persons acting on behalf of the Firm Placees and Placees of any changes.
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