Proposed Placing of New Ordinary Shares
29 April 2021
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Proposed Placing of New Ordinary Shares
JTC, the global provider of fund, corporate and private client services, announces its intention to conduct a non pre-emptive placing of new ordinary shares (the "Placing Shares") of 1p each in the capital of the Company (the "Placing") to raise gross proceeds of up to c. £65m, representing approximately 9.0 per cent. of the current issued share capital of the Company. The total number of Placing Shares will not exceed 10.0 per cent. of the current issued share capital of the Company and the issue and allotment of the Placing Shares will be within the existing authorities of the JTC Board of Directors.
The Placing will be conducted through an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following this announcement and will be made available to new and existing eligible institutional investors. The Placing is subject to the terms and conditions set out in Appendix 1 to this announcement (which forms part of this Announcement, and such announcement and its Appendices together being this "Announcement").
Numis Securities Limited ("Numis") and Joh. Berenberg, Gossler & Co. KG ("Berenberg") are acting as joint bookrunners (the "Joint Bookrunners") in connection with the Placing.
Rationale for the Placing and Use of Proceeds
The Proposed Placing will underpin the Group's ability to deliver its on-going growth strategy, with t he net proceeds of the Placing being used to reduce net debt and maintain a strong balance sheet. This will provide the Group with greater flexibility to execute on its strong near and medium term M&A pipeline and the anticipated leverage will be c.1.1x net debt / underlying EBITDA for the year ended 31 December 2020 immediately post-placing with medium term guidance of 1.5x to 2.0x. With the acquisitions of RBC CEES ("CEES") and INDOS in the last six months building on the Group's strong track record, the Board believes there is a clear opportunity for JTC to continue to leverage its position in the market with its acquisition strategy, targeting high-quality businesses that increase the Group's scale, service offerings, and capabilities, and can accelerate growth.
Favourable market dynamics
JTC operates in a global industry with attractive growth drivers. Management estimates that the value of the Institutional Client Services ("ICS") and Private Client Services ("PCS") markets in which it operates is at least £8.7bn per annum in fees. The industry growth drivers include: increased outsourcing, regulation, globalisation and sector consolidation. The administrative services industry remains highly fragmented with over 2,200 trust, corporate service and fund administration providers in the UK and Europe and at least 1,000 more in the US. The Directors believe there is a compelling opportunity to continue consolidating the Group's markets, whilst retaining a disciplined approach to valuation.
The Directors believe that the current market dynamics and continued consolidation mean that many attractive acquisition opportunities require swift execution, underpinning the importance of readily available capital to deploy in order to successfully deliver on these opportunities. The Directors believe the sector will continue to consolidate for at least the next 5-10 years, offering significant further growth opportunities for the Group.
Strong track record
The Group has been quick to recognise changes in the market and demand from clients for a global offering delivered from a stable and sophisticated platform. Since 2010, the Group has announced 23 acquisitions and in doing so has refined its approach and enhanced its capabilities, from target identification to seamless integration, to seek opportunities that build and accelerate the Group's organic growth foundations. The ability to efficiently and effectively integrate an acquired business onto the Group's platform and into the culture of JTC is now a core capability of the Group. The Directors believe that the Group's approach and experience differentiates the business in a rapidly consolidating sector. The Group's approach has been developed over more than a decade and leverages three of JTC's greatest strengths: shared ownership, operational excellence and an entrepreneurial approach.
Disciplined inorganic growth
Fundamentally, the Group seeks acquisitions to make JTC a better business for the long-term and its disciplined inorganic growth strategy is driven by three core M&A components:
1. Jurisdictional Strength Index ("JSI") - this is a proprietary system that grades both the current JTC internal strength and overall market attractiveness of a given jurisdiction. While the precise criteria are confidential, the Group applies them when evaluating acquisition opportunities and especially where the Directors believe that an acquisition may deliver a material increase to the Group's JSI score in a priority jurisdiction. The NES Financial acquisition is a good example of this, providing an entry into the high-growth US fund services market.
2. Core Acquisition Criteria - these are primarily concerned with how value will be added or created through each transaction. As well as straightforward increases in scale, the Group seeks to strengthen its offering in terms of services, people, technology and processes; to create cross-selling opportunities between divisions, service lines and, where applicable, to deliver cost synergies. The acquisitions of the Sanne Private Clients business in Jersey and the CEES business met these criteria, albeit at different scales, and the CEES acquisition is particularly exciting in terms of expanding the service offering and creating cross-selling opportunities.
3. Medium-term Focus - at any point in time, the Group will be particularly focussed on developing certain parts of the business, either in response to client demand or as part of delivering our longer-term strategy in an incremental manner. These medium-term focus criteria help to prioritise the high volume of M&A opportunities that the Group considers and ensure a disciplined approach is maintained. A good example of this is the recent INDOS acquisition, which has expanded the Group's offering into Depository, Regulatory Compliance and ESG services. It also broadens the footprint in two key jurisdictions, the UK and Ireland, brings very strong growth dynamics and augments JTC's existing suite of services.
In combination, these components create a disciplined approach towards acquisitions which continues as the Company enters its new business plan era, called Galaxy, which runs for five years until the end of 2025.
Attractive near term M&A pipeline
· JTC currently has a pipeline of high quality, near-term bolt-on opportunities, including one in agreed terms, one at the second-round stage, one in advanced discussions and a further 25 opportunities in the pipeline
· All near term opportunities fit within the JTC criteria for balanced and disciplined inorganic growth governed by a set of clear acquisition criteria, and the capacity to integrate these acquisitions without adversely impacting the core business
· The near term opportunities are a mix of privately and institutionally owned ICS and PCS businesses, in either US or Europe, with deal EVs ranging upwards from c.£10m
· The Board believes that the Placing will enable the Group to maintain a strong balance sheet without constraining its acquisition strategy when prospects for attractive M&A opportunities have rarely been greater
· The Group's culture and credentials make JTC an attractive purchaser of these assets
Current Trading and Outlook
There has been no change to the current trading or outlook since the Company's Final Results published on 13 April 2021:
· Continued positive growth prospects for the Group, underpinned by fundamental drivers for the industry
· Launch of new five-year Galaxy Era journey building on the successful previous Odyssey Era
o The Group will continue to drive organic growth throughout the Galaxy Era via service quality, innovation, maturity of larger mandates, process efficiencies and technological capabilities
· Medium-term guidance maintained: net organic revenue growth of 8% - 10%; underlying EBITDA margin of 33% - 38%; cash conversion of 85% - 90% and net debt of 1.5 - 2.0 times underlying EBITDA
· Focus on integration of the RBC CEES and INDOS businesses
· The current financial year has started well with momentum in new business wins and the Group is trading in line with management guidance/consensus expectations
Nigel Le Quesne, Chief Executive Officer of JTC PLC, said:
"We have a strong track record of successful inorganic growth, with 23 acquisitions over the last 10 years, 10 of which have been announced since our listing in 2018. As we begin our latest five-year business plan cycle, this proposed placing will support our disciplined M&A strategy and help the Group to capitalise on a high quality pipeline of near-term opportunities as well as supporting our longer-term position as a key player in a consolidating sector."
For further information please contact:
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JTC plc |
Tel: +44 (0)1534 700 700 |
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Nigel Le Quesne, Chief Executive Officer |
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Martin Fotheringham, Chief Financial Officer |
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David Vieira, Chief Communications Officer |
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Numis (Joint Bookrunner and Corporate Broker) Stuart Skinner |
Tel: +44 (0)20 7260 1000 |
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Julian Cater |
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William Baunton |
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Berenberg (Joint Bookrunner and Corporate Broker) Toby Flaux Ben Wright Ciaran Walsh Alec Murray Brown
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Tel: +44 (0) 20 3207 7800 |
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Camarco (Financial PR) |
Tel: +44 (0)20 3757 4985 |
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Geoffrey Pelham-Lane |
+44 (0)7733 124 226 |
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Monique Perks |
+44 (0)7780 576 271 |
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Emily Shea-Simonds |
+44 (0)7920 197 300 |
The person responsible for releasing this announcement is Miranda Lansdowne, Joint Company Secretary.
JTC PLC LEI: 213800VWB9DDVXF1Q771
Details of the Placing
Numis and Berenberg are acting as Joint Bookrunners in connection with the Placing.
The Placing is subject to the terms and conditions set out in Appendix 1 to this announcement.
The Joint Bookrunners will commence the Bookbuild immediately following the release of this Announcement in respect of the Placing. The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the close of the Bookbuild. The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the absolute discretion of the Company and the Joint Bookrunners. Details of the Placing Price and the number of Placing Shares to be issued will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Placing is not conditional upon the approval by the Company's shareholders. The Company acknowledges that it is seeking to issue Placing Shares representing approximately 9.0 per cent. of its existing issued ordinary share capital on a non pre-emptive basis and has therefore consulted, where possible, with the Company's major institutional shareholders ahead of this Announcement. The Placing structure has been chosen as it minimises cost, time to completion and use of management time. The consultation has confirmed the Board's view that the Placing is in the best interests of shareholders, as well as wider stakeholders in JTC. In accordance with resolution 15 passed at the Company's last AGM, part of the net proceeds will be used to refinance the CEES and INDOS acquisitions, being acquisitions undertaken in the last six months. The Group's anticipated leverage will be c.1.1x net debt / underlying EBITDA for the year ended 31 December 2020 immediately post-placing with medium term guidance of 1.5x to 2.0x.
Applications will be made (i) to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares; and (ii) to London Stock Exchange plc for admission of the Placing Shares (together, "Admission").
Settlement for the Placing Shares are expected to take place on or before 8.00am on 5 May 2021. The Placing is conditional upon, among other things, Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company, Numis and Berenberg (the "Placing Agreement") not being terminated in accordance with its terms.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Appendix 1 to this Announcement sets out further information relating to the terms and conditions of the Placing. Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in Appendix 2 (which forms part of this Announcement). Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix 1.
This Announcement contains inside information for the purposes of the Market Abuse Regulation (Regulation (EU) No 596/2014) ("MAR") as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and as amended by regulation 11 of the Market Abuse (amendment) (EU Exit) Regulations 2019/310("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons become aware of inside information relating to the Company and its securities, as permitted by MAR. That inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
Erika Schraner, non-executive director of the Group, intends to participate in the Placing. Further details will be contained in the closing announcement.
Acquisition pipeline features
The net proceeds of the Placing will be utilised to support disciplined inorganic growth via the Group's M&A criteria. Since the IPO, the Group has looked at 93 potential acquisitions and completed nine deals with INDOS pending regulatory approval. All of the Group's acquisition targets are assessed using the three core M&A components outlined above. The Group seeks businesses with the following attributes:
· Quality people who align with JTC's culture
· Professional, high growth services
· Additional capabilities, such as technology
The Group will not acquire targets that do not align with culture, represent inflated pricing, offer weak jurisdictional attractiveness and offer limited bandwidth.
M&A criteria
The Group has created a compelling acquisition strategy with a focus on the following key M&A criteria for acquisition targets:
· Strengthen JTC's service delivery by adding scale and new services in key jurisdictions
· Acquire a skilled workforce by adding specialist skills in onshore and offshore jurisdictions
· Provide significant cost synergies from day one of ownership and open up cross selling opportunities to the Group
· Strengthen and embed client relationships with an enhanced service offering and client experience
· Increase Group profitability with underlying EBITDA margins in excess of 33% achievable in the medium term through efficiencies
These criteria apply to the recent acquisitions of RBC Cees and INDOS as well as the acquisition in agreed terms and the two acquisition targets in the second round of negotiations.
Integration expertise
The ability to efficiently integrate an acquired business onto the Group's platform is a core capability of the Group. The Group's approach has been developed over more than a decade and leverages three of JTC's greatest strengths:
· Shared ownership - the 'stakeholder mentality' guides the Group's approach to integration and means that it starts with people (new colleagues and clients) as the most important element of each integration programme. Shared ownership and the acquisition strategy go hand in hand as it is through the retention of talented people that the Group strives to ensure service excellence.
· Operational excellence - all acquisitions are made with integration capacity a key consideration so that the central teams within the Group functions are able to provide the necessary bandwidth to manage the workload associated with acquisitions without impacting the focus or productivity of the ICS and PCS divisions. The longevity of leadership in these teams also provides deep organisational knowledge, with heads of operational functions having an average tenure of 9 years.
· An entrepreneurial approach - taking an entrepreneurial approach to our work is one of JTC's eight guiding principles and its application to integration programmes is vital to ensure that the potential value of each deal is realised over time. To further support this approach; in 2020 the Group strengthened the Commercial Office team, with a specific focus on identifying value creation and synergy opportunities for each acquisition.
Risks associated with the Group
The Group is exposed to principal risks as part of its operations and these key risks together with actions taken by the Group to counter these risks are summarised below:
IT security
The Group is subject to the risk of a security breach, including cyber ‑ attacks leading to breach of confidentiality and integrity of data. This could adversely impact the Group's operations and damage its reputation. In order to counteract this risk, the Group has defined and audited IT procedures that deploy embedded, external security. These procedures include 'one-click' reporting for suspicious activity, monitoring of external emails, periodic external security assessments (undertaken at least annually), system access controls, a 'least privilege access' model and a specialist in-house IT security team. The Group also provides a continuous training programme including an annual compulsory online security awareness course, and reviews its data security procedures and controls as part of its annual ISAE 3402 audit.
M&A due diligence and integration
The Group is subject to a risk that acquisitions fail to achieve intended objectives or give rise to ongoing or previously unidentified liabilities. This risk diminishes as each acquisition is integrated but this could adversely impact the Group's financial performance, operations and reputation. The Group mitigates this risk with an experienced management team, a strict due-diligence process including third-party assessments by well ‑ regarded accounting and legal firms and thorough review by an experienced in-house acquisition team. The Group also utilises shared ownership to align its interests with vendors of acquisition targets. Each acquisition faces review by the Non ‑ Executive Directors (including by reference to the proprietary Jurisdictional Strength Index) and the Group seeks to obtain run-off insurance for a minimum period of five years where required. In order to effectively integrate each acquisition, the Group has an established and tested integration strategy and process agreed prior to each acquisition.
Regulatory risk
The Group has chosen to deliver fiduciary and administration services principally from regulated financial centres. As such, the Group is subject to regulatory risks, which include taking on the wrong type of clients, or sustaining loss of clients, failed strategic objectives, poor customer service and employee frustration caused by the Group or client's actions during the client's lifecycle. This could lead to potential enforcement, supervision or regulatory sanction and fines. The Group operates in a significant number of jurisdictions and enjoys a close working relationship with all of its regulators. Given the nature of the Group's activities, in the ordinary course of business, the Group is involved in regular discussions and routine enquiries relating to compliance with relevant regulations and laws. The Group will from to time to time be subject to regulatory visits, enquiries and proceedings. With any such matters there is inherent uncertainty as to the ultimate outcome. One of the subsidiaries is currently debating with its regulator as to whether it has made a timely filing. This matter dates from the period before the Group's ownership of that subsidiary. The Group has reviewed the clear legal and expert advice supported by independent audits and is confident that the subsidiary acted correctly. The strength of the advice it has received leads the Board to strongly believe that the matter is unlikely to result in an outcome that would have a material impact on the Group's business, results of operations or financial condition. The Group has rigorous policies and procedures in place, which are subject to regular review (including for client take-on) with enhanced vetting and sign-off for higher risk clients. Frequent staff training and awareness initiatives are utilised with an established reporting and escalation process reviewed by boards or committees as appropriate. JTC has established a risk and compliance culture across the Group with an independent client and compliance monitoring review programme together with high-quality administration and compliance staff in each jurisdiction.
Senior management and employees
Failure to attract, maintain and develop high-calibre, experienced senior managers and employees in key roles in the business could adversely impact the Group's financial performance, operations and general reputation. In order to mitigate this risk, the Group seeks to ensure a competitive remuneration package with proactive benchmarking against its peer group and competitors. The Group has a high-quality and well-maintained office space with a supportive, flexible and inclusive working environment and practices. The Group has a shared ownership ideology, established across the business with an established management culture that supports staff development and recognition. The Group identifies key roles and develops succession planning. There is an established in-house employee training programme for all levels of the business including a bespoke senior management development programme. External professional qualifications are encouraged and supported (including financially) by the Group.
Regulatory changes
The Group is subject to the risk that legal or regulatory changes will materially affect the financial services sector or the specific jurisdictions in which it operates. The Group seeks to mitigate this risk with specialist risk and compliance staff that have the skills needed to monitor and report on strategic outlook. The Group has a strict and sustainable regulatory change management model with an international presence offering alternative solutions across multiple jurisdictions (including within the EU) and has technology allowing for swift adoption and compliance with the changing reporting requirements.
Important Notices
No action has been taken by the Company, Berenberg, or Numis or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "SecuritiesAct" ), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred directly or indirectly in or into 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 any other jurisdiction of the United States. Accordingly, the Placing Shares are being offered and sold by the Company only (i) outside the United States in "offshore transactions" (as such terms are defined in Regulation S under the Securities Act ("RegulationS" )) pursuant to Regulation S under the Securities Act and otherwise in accordance with applicable laws; and (ii) in the United States to a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act). No public offering of securities is being made in the United States.
This announcement is for information purposes only and is 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: (a) if in a member state of the European Economic Area (the "EEA"), persons who are qualified investors, within the meaning of Article 2(E) of the Prospectus Regulation ("QualifiedInvestors"); or (b) if in the United Kingdom, 'Qualified Investors' within the meaning of Article 2(E) of the UK Prospectus Regulation and who are also: (i) persons who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the order, or (c) other persons to whom it may otherwise be lawfully communicated, and in all cases who are capable of being categorised as a professional client or an eligible counterparty for the purposes of the FCA conduct of business rules, (all such persons referred to in (a), (b) and (c) above together being referred to as "RelevantPersons").
Any investment or investment activity to which this Announcement relates is available in the EEA or the United Kingdom only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement must not be acted on or relied on by persons in the EEA or the United Kingdom who are not Relevant Persons.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
In Canada, no prospectus has been filed with any securities commission or similar regulatory authority in respect of the Placing Shares. No such securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the merits of any proposed offering of the Placing Shares and any representation to the contrary is an offence; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this Announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Joint Bookrunners, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the FCA.
Each of the Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Joint Bookrunner or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
Numis is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting solely for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the contents of this Announcement or any other matters described in this Announcement. Numis will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement.
Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and is subject to limited regulation by the Financial Conduct Authority, is acting solely for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the contents of this Announcement or any other matters described in this Announcement. Berenberg will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Bookrunners are only procuring investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
If you are in any doubt about the contents of this Announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
Appendix 1 - Terms and Conditions of the Placing for invited Placees only
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, 'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION (AS DEFINED HEREIN) AND WHO ARE ALSO: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) HIGH NET WORTH BODIES CORPORATE, UNINCORPORATED ASSOCIATIONS AND PARTNERSHIPS AND TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER, OR (C) OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED, AND IN ALL CASES WHO ARE CAPABLE OF BEING CATEGORISED AS A PROFESSIONAL CLIENT OR AN ELIGIBLE COUNTERPARTY FOR THE PURPOSES OF THE FCA CONDUCT OF BUSINESS RULES, (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
PERSONS (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES) DISTRIBUTING THIS ANNOUNCEMENT (OR ANY PART THEREOF) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO AND SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in Appendix 2.
The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred, distributed or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and in compliance with the securities laws of any state or other jurisdiction of the United States.
The Placing Shares are being offered and sold only: (i) outside of the United States in accordance with Regulation S promulgated under the US Securities Act ("Regulation S") and otherwise in accordance with applicable laws; and (ii) in the United States only to a limited number of investors that are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The 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 US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the Placing Shares, or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the securities mentioned herein in the United States.
In Canada the Placing Shares are being offered and sold only to persons who are (i) "accredited investors" as defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (ii) "permitted clients" as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
This Announcement, and the information contained herein, is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction in which publication or distribution of this Announcement and/or an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares (or the acceptance of any such offer) would be unlawful (each a "Restricted Territory").
The distribution of this Announcement and/or the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Numis Securities Limited ("Numis") or by Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") or any of their respective Affiliates, or any person acting on behalf of any of them, which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.
Persons (including, without limitation, custodians, nominees and trustees) distributing this Announcement (or any part thereof) must satisfy themselves that it is lawful to do so. Persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares in the United Kingdom and the EEA will be made pursuant to an exemption under the UK Prospectus Regulation or the Prospectus Regulation (as applicable) from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
Accordingly, subject to certain exceptions, the Placing Shares may not be offered, sold, transferred or delivered, directly or indirectly, in or into any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.
This Announcement should be read in its entirety.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis, Berenberg or any of their respective Affiliates, or any person acting on behalf of any of them as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefor is expressly disclaimed.
Numis is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting solely for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the contents of this Announcement or any other matters described in this Announcement. Numis will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement.
Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and is subject to limited regulation by the Financial Conduct Authority, is acting solely for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the contents of this Announcement or any other matters described in this Announcement. Berenberg will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement.
None of the Company, Numis, Berenberg or any of their respective Affiliates, or any person acting on behalf of any of them, makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be bound by the terms and conditions contained in this Appendix, including being deemed to provide (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements, indemnities, undertakings, confirmations and agreements set out herein.
In particular each such Placee represents, warrants, acknowledges, undertakes, confirms and agrees that:
(a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, acknowledgements, indemnities, undertakings, confirmations and agreements contained in this Announcement;
(c) it and any account with respect to which it exercises sole investment discretion, is (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act; or (ii) a QIB; and
(d) if it is a financial intermediary, as that term is used in Article 2(d) of the UK Prospectus Regulation or the Prospectus Regulation (as applicable), that it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in 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 to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale.
Each Placee located in the United States shall make specific representations, warranties, acknowledgements and agreements pursuant to a US investor letter (the "US Investor Letter") to the Company and the Banks. The Company and the Banks will rely upon the truth and accuracy of the representations, warranties, acknowledgements and agreements made pursuant to the US Investor Letter.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will commence a bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as bookrunners in connection with the Placing and have entered into an agreement with the Company (the "Placing Agreement") under which, subject to the terms and conditions set out therein, each Bank, as agent for and on behalf of the Company, agrees to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price (as defined below).
The Placing is not underwritten.
The final number of Placing Shares at the Placing Price will be set out in a share placing supplement agreed between the Banks and the Company following the Bookbuild (the "PlacingSupplement").
The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and the Banks. Results of the Placing will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared in respect of the Ordinary Shares after the date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.
Application for admission to trading
Applications will be made to the Financial Conduct Authority ("FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the FCA and to London Stock Exchange plc ("London Stock Exchange") for admission to trading of the Placing Shares on its Main Market for listed securities.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing as agents of the Company. Participation 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.
2. The results of the Placing will be announced on a Regulatory Information Service following the completion of the Bookbuild.
3. The Bookbuild, if successful, will establish a single price payable to the Banks by Placees whose bids are successful (the "PlacingPrice"). The number of Placing Shares and the Placing Price will be agreed between the Banks and the Company following completion of the Bookbuild. Subject to the execution of the Placing Supplement, the Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the Bookbuild.
4. To participate in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Numis or Berenberg (as applicable).
5. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and the Banks, or at prices up to a price limit specified in its bid. Bids may be scaled down on the basis referred to in paragraph 6 below. The Banks reserve the right not to accept bids or to accept bids in part rather than in whole.
6. The Bookbuild is expected to close no later than 7 a.m. (London time) on 30 April 2021 but may be closed earlier or later, at the discretion of the Banks and the Company. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Banks) to reduce or increase the amount to be raised pursuant to the Placing, in its absolute discretion.
7. Subject to execution of the Placing Supplement, each Placee's allocation will be confirmed to Placees orally or in writing by the relevant Bank following the close of the Bookbuild, and a contract note or trade confirmation will be dispatched as soon as possible thereafter. The terms of this Appendix will be deemed incorporated into the contract note or trade confirmation. Subject to paragraph 8 below, the relevant Bank's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the relevant Bank and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
8. Subject to paragraphs 2 and 3 above, the Banks will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstanding paragraphs 2 and 3 above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Company and the Banks.
9. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bank's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank (as agent of the Company), to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Such Placees' obligations will be owed to the Company and to the relevant Bank. The Company shall allot such Placing Shares to each Placee following each Placee's payment to the relevant Bank of such amount.
10. Except as required by law or regulation, no press release or other announcement will be made by the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by the relevant Bank.
14. To the fullest extent permissible by law, neither Bank, nor the Company nor any of their respective Affiliates or persons acting on behalf of any of them shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Bank, nor the Company, nor any of their respective Affiliates or persons acting on behalf of any of them shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks, their respective Affiliates and the Company may agree.
15. The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placing.
16. All times and dates in this Announcement may be subject to change. The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Banks' obligations under the Placing Agreement are conditional on certain conditions, including, among others:
(a) the execution of the Placing Supplement;
(b) the publication by the Company of the results of the Placing on a Regulatory Information Service;
(c) in the opinion of the Banks, there having been no Material Adverse Change since entering into the Placing Agreement;
(d) the Company having complied with all of the agreements and undertakings, and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement and Appendix 1 of this Announcement; and
(e) Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on 19 May 2021 (or such later date as the Company and the Banks may agree).
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Banks by the relevant time or date specified (or such later time or date as the Company and the Banks may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Termination of the Placing Agreement", the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf in respect thereof.
The Banks may, at their discretion, extend the time for satisfaction of any condition or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Company, the Banks nor any of their respective Affiliates, nor any person acting on behalf of any of them shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, among others, if (in summary): (i) there has been a breach by the Company of any of the warranties contained in the Placing Agreement, which is, in the opinion of either Bank (acting in good faith), material in the context of the Placing and/or Admission; (ii) there has been a breach by the Company of any obligations contained in the Placing Agreement and such breach is, in the opinion of either Bank, material in the context of the Placing and/or Admission; (iii) in the opinion of the Banks (acting in good faith) there has been a Material Adverse Change; or (iv) there is a suspension or material limitation in trading in securities generally on the London Stock Exchange's market for listed securities, a general moratorium on commercial banking activities in London or New York or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom or the United States, an incident of terrorism or the outbreak or escalation of hostilities involving the UK, any other EU Member State or the United States or the declaration by the UK, any other EU Member State or the United States of a national emergency or war or the occurrence of any other calamity or crisis resulting in a change in financial, political, market or economic conditions or currency exchange rates in the UK or the United States which, in the opinion of either Bank (acting in good faith) would be likely to prejudice the success of the Placing or Admission or would make it impractical or inadvisable to continue with the Placing or Admission .
By participating in the Placing, Placees agree that the exercise by the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks or for agreement between the Company and the Banks and that neither the Company nor the Banks need make any reference to, or consult with, Placees and that neither they nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise.
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other competent authority) in relation to the Placing, and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on publicly available information taken together with the information contained in this Announcement, the results of Placing announcement (the "Results of Placing Announcement"), and the Exchange Information (as defined below) published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note or trade confirmation to be provided to individual prospective Placees by the Banks.
Each Placee, by participating in the Placing, agrees that the content of this Announcement, the Results of Placing Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Banks or their respective Affiliates or any other person and neither the Banks nor the Company, nor any of their respective Affiliates or any other person will be responsible or liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).
By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company when deciding to participate in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax adviser and business adviser for legal, tax and business advice regarding an investment in the Placing Shares.
Restriction on issues of securities
The Company has undertaken to the Banks that, for a period of 90 days after Admission, it will not, without the prior written consent of the Banks (not to be unreasonably withheld or delayed) enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary exceptions.
By participating in the Placing, Placees agree that the exercise by the Banks of any power to grant consent to waive the undertaking by the Company shall be within the absolute discretion of the Banks and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: JE00BF4X3P53) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation in accordance with the standing arrangements in place with the relevant Bank stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. It is expected that such contract note or trade confirmation will be dispatched on or around 30 April 2021 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account operated by Numis and Numis and Berenberg will each enter its delivery (DEL) instruction into the CREST system. Numis will hold any Placing Shares delivered to its CREST account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 5 May 2021 on a T+2 basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the Banks may acquire and retain such shares as principal or may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise in any jurisdiction upon the sale of such Placing Shares on such Placee's behalf. The foregoing is without prejudice to any cause of action either Bank may have against a defaulting Placee. If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, save as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Bank nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each Bank (in its capacity as bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the UK Prospectus Regulation or the Prospectus Regulation (as applicable) and it has not received and will not receive a prospectus, admission document or other offering document in connection with Admission, the Bookbuild, the Placing or the Placing Shares;
3. that the issued Ordinary Shares are admitted to trading on the London Stock Exchange and the Company is therefore required to publish certain business and financial information in accordance with applicable law, including UK MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively, the "ExchangeInformation"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;
4. that neither Bank, nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Bookbuild, the Placing, the Placing Shares or the Company or any other person other than this Announcement and the Placing Results Announcement (each of which is the sole responsibility of the Company), nor has it requested either Bank, the Company, or any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;
5. unless otherwise specifically agreed with the Banks, that it is not, and at the time the Placing Shares are acquired, neither it nor any beneficial owner of the Placing Shares will be, a resident of, nor have an address in, a Restricted Territory, and it further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer or sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory or elsewhere and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
6. that the content of this Announcement is exclusively the responsibility of the Company and that neither Bank nor any of their respective Affiliates nor any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information, representation or statement previously or subsequently published by or on behalf of the Company, including, without limitation, the Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information, representation or statement previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and the Exchange Information (save that in the case of Exchange Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by either Bank or the Company or any of their respective Affiliates or any person acting on behalf of any of them and neither Bank nor the Company nor any of their respective Affiliates or any person acting on behalf of any of them will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither Bank nor any of their respective Affiliates or any person acting on behalf of any of them have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Announcement or the Exchange Information, and each of them expressly disclaims any liability in respect thereof;
7. that it has not relied on any information, representation or statement relating to the Company contained in any research report prepared by either Bank, any of their respective Affiliates or any person acting on behalf of any of them and understands that (i) neither Bank nor any of their respective Affiliates nor any person acting on behalf of any of them has or shall have any liability for any such information, representation or statement; (ii) neither Bank nor any of their respective Affiliates nor any person acting on behalf of any of them has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) neither Bank nor any of their respective Affiliates nor any person acting on behalf of any of them makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, representation or statement, whether at the date of publication, the date of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
9. acknowledges that no action has been or will be taken by the Company, either Bank or any person acting on behalf of the Company or either Bank that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
10. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in either Bank, the Company or any of their respective Affiliates or any person acting on behalf of any of them acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
11. that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
12. that it has complied with its obligations under the Criminal Justice Act 1993 and the UK Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, either Bank (for itself and as agent on behalf of the Company) has not received such satisfactory evidence, the relevant Bank and/or the Company may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the relevant Bank will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
13. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Banks and the Company for the performance of all its obligations in respect of the Placing (regardless of the fact that it is acting for another person);
14. if in a Member State of the EEA it is a "QualifiedInvestor" within the meaning of Article 2(e) of the Prospectus Regulation;
15. if in the United Kingdom, that it is a "QualifiedInvestor" within the meaning of Article 2(e) of the UK Prospectus Regulation: (i) who falls within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
16. that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States or any other Restricted Territory (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
17. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
18. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
19. if it is acting as a financial intermediary, as that term is used in Article 2(d) of the UK Prospectus Regulation or the Prospectus Regulation (as applicable), that the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Banks and the Company has been given to the proposed offer or resale;
20. that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
21. that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
22. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
23. that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
24. if it has received any inside information about the Company and its securities in advance of announcement of the Placing, it confirms that it has received such information within the market soundings regime provided for in UK MAR and associated delegated regulations and 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 except as permitted by UK MAR, prior to the information being made publicly available, or taken any other action that is in breach of UK MAR;
25. that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, either Bank, any of their respective Affiliates or any person acting on behalf of any of them being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, and otherwise;
26. that it (and any person acting on its behalf) has the funds available to pay for and will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees, acquired or sold as the Banks may in their absolute discretion determine (subject to the allocation policies agreed with the Company) and without liability to such Placee. It will, however, remain liable for any shortfall and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) imposed in any jurisdiction due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
27. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Banks or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
28. that neither Bank nor any of their respective Affiliates nor any person acting on behalf of any of them, is making any recommendation to it, or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either Bank and that neither Bank has any duties or responsibilities to it for providing the protections afforded to its respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
29. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee (on its behalf), as the case may be. Neither Bank nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes imposed in any jurisdiction (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each Bank, the Company and their respective Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
30. that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it subjects (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of or in connection with these terms and conditions and any such agreement and/or non-contractual obligations, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Banks or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
31. that the Banks, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings, confirmations and acknowledgements set forth herein and which are given to the Banks and the Company and are irrevocable and it irrevocably authorises the Banks and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
32. that it will indemnify on an after-tax basis and hold the Banks, the Company and their respective Affiliates and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, agreements, undertakings, confirmations and acknowledgements given by the Placee (and any person acting on such Placee's behalf) in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
33. acknowledges that it irrevocably appoints any director of either Bank as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it or its nominee (on its behalf) to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
34. that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the contract note or trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placing;
35. that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares, (ii) it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing Shares, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of either Bank, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the acquisition of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed investment decision, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk, and (vi) it will not look to the Company, either Bank, any of their respective Affiliates or any person acting on behalf of any of them for all or part of any such loss or losses it or they may suffer;
36. acknowledges and agrees that neither Bank nor the Company nor any of their respective Affiliates or any person acting on behalf of any of them owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
37. understands and agrees that it may not rely on any investigation that the Banks or any of their respective Affiliates or any person acting on behalf of any of them may or may not have conducted with respect to the Company and its Affiliates or the Placing, and the Banks, their respective Affiliates and any person acting on behalf of any of them have not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the acquisition of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Banks for the purposes of this Placing;
38. acknowledges and agrees that it will not hold either Bank or any of their respective Affiliates or any person acting on behalf of any of them responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that neither Bank nor any of their respective Affiliates nor any person acting on behalf of any of them makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
39. that in connection with the Placing, the Banks and any of their respective Affiliates may acquire a portion of the shares in the Company and in that capacity may retain, acquire or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks and any of their respective Affiliates acting in such capacity. In addition, the Banks or any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Banks or any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Bank nor any of their respective Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
40. that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being o ff ered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Banks. Each Bank reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion and will, inter alia, take account of the Company's objectives, MiFID II requirements and the allocation policy;
41. acknowledges that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in, into or within the United States or any other Restricted Territory, or in any country or jurisdiction where any action for that purpose is required, and no action has been or will be taken by any of the Company, the Banks or any person acting on behalf of the Company or either Bank that would, or is intended to, permit a public offer of the Placing Shares in the United States or any other Restricted Territory or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
42. it, and any account with respect to which it exercises sole investment discretion, is, and at the time the Placing Shares are subscribed for will be (i) outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act, or (ii) a QIB and will duly execute a US Investor Letter and deliver the same to the Company and the Banks (or, failing which, it will be deemed to have made the representations, confirmations and undertakings included in the US Investor Letter);
43. the offer and sale of the Placing Shares in Canada is being made on a private placement basis only and is exempt from the requirement that the issuer prepares and files a prospectus under applicable Canadian securities law; any resale of Placing Shares acquired by a Canadian investor must be made in accordance with applicable Canadian securities laws, which resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada; and that any offer of Placing Shares may only be directed at persons in Canada who are (i) purchasing as principal, or deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) "accredited investors" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) "permitted clients" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;
44. it is acquiring the Placing Shares for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States;
45. it will be bound by the terms of the articles of association of the Company;
46. that it is not acquiring any of the Placing Shares as a result of any form of directed selling efforts (as defined in Regulation S) or general solicitation (as defined in Regulation D); and
47. that the Banks and their respective Affiliates may have engaged in transactions with, and provided various commercial banking, investment banking and financial advisory services in the ordinary course of their business to, the Company and/or its Affiliates for which they would have received customary fees and commissions and that each Bank and its Affiliates may provide such services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each Bank (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on behalf of any of them) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither Bank nor the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. None of the Company or the Banks will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither Bank nor the Company is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Bank, the Company and their respective Affiliates harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that each Bank or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each Bank is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the Banks, any money held in an account with either Bank on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Bank's money in accordance with the client money rules and will be used by the relevant Bank in the course of its own business; and the Placee will rank only as a general creditor of the relevant Bank.
Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser being, (i) if you are resident in the United Kingdom a financial adviser who is authorised under the FSMA, or (ii) another appropriately authorised professional adviser if you are resident in a territory outside of the United Kingdom.
The rights and remedies of the Banks and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Banks:
a. if he or she is an individual, his or her nationality; or
b. if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
Unless the context requires otherwise, references in this Appendix 1 to acquire (and related terms such as acquired, acquiring and acquisition) shall include to subscribe (and its related terms such as subscribed, subscribing and subscription).
Time is of the essence as regards each Placee's obligations under this Appendix 1.
Appendix 2
Definitions
The following definitions apply throughout Appendices 1 and 2 of this Announcement unless the context otherwise requires:
|
Admission |
means the admission of the Placing Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE becoming effective in accordance with the Listing Rules and the Admission and Disclosure Standards of the LSE; |
|
Affiliate |
has the meaning given in Rule 501(b) of Regulation D under the US Securities Act or Rule 405 under the US Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings; |
|
Announcement |
means this announcement (including its Appendices); |
|
Banks |
means Berenberg and Numis, and "Bank" means either of them, as the context requires; |
|
Berenberg |
means Joh. Berenberg, Gossler & Co. KG, London Branch of 60 Threadneedle Street, London EC2R 8HP; |
|
Bookbuild |
means the bookbuilding process to be conducted by the Banks using their respective reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
|
Company |
means JTC plc; |
|
CREST |
means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; |
|
EEA |
means the European Economic Area; |
|
Euroclear |
means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales; |
|
Exchange Information |
has the meaning given to it in Appendix 1 of this Announcement; |
|
FCA or Financial Conduct Authority |
means the UK Financial Conduct Authority; |
|
FSMA |
means the Financial Services and Markets Act 2000 (as amended); |
|
Group |
means the Company and its subsidiary undertakings, and "GroupCompany" shall be construed accordingly; |
|
Listing Rules |
means the rules and regulations made by the FCA under FSMA; |
|
LSE or London Stock Exchange |
means London Stock Exchange plc; |
|
Material Adverse Change |
means a material adverse change in, or any development involving a prospective material adverse change in, or affecting, the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, solvency, credit rating or prospects of the Company, or of the Group (taken as a whole) whether or not arising in the ordinary course of business; |
|
MiFID II |
means EU Directive 2014/65/EU on markets in financial instruments, as amended; |
|
Numis |
means Numis Securities Limited, whose registered office is at 10 Paternoster Square, London EC4M 7LT; |
|
Ordinary Shares |
means the ordinary shares of 1 pence each in the capital of the Company; |
|
Placee |
means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given; |
|
Placing |
has the meaning given to it in this Announcement; |
|
Placing Agreement |
has the meaning given to it in Appendix 1 to this Announcement; |
|
Placing Price |
has the meaning given to it in Appendix 1 to this Announcement; |
|
Placing Shares |
has the meaning given to it in this Announcement; |
|
Placing Supplement |
means the supplement to the Placing Agreement, which may be entered into between the Company and the Banks; |
|
Prospectus Regulation |
means Regulation (EU) 2017/1129 of the European Parliament and of the Council; |
|
QIB |
means a qualified institutional buyer as defined in Rule 144A under the US Securities Act; |
|
Regulation D |
means Regulation D promulgated under the US Securities Act; |
|
Regulation S |
means Regulation S promulgated under the US Securities Act; |
|
Regulatory Information Service |
means any of the services set out in Appendix 3 of the Listing Rules; |
|
Restricted Territory |
means the United States, Australia, Canada, Japan, the Republic of South Africa and any jurisdiction in which publication or distribution of this Announcement and/or an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares (or the acceptance of any such offer) would be unlawful; |
|
subsidiary undertaking |
has the meaning given to that term in the Companies Act 2006; |
|
Terms and Conditions |
means the terms and conditions of the Placing set out in Appendix 1 to this Announcement; |
|
uncertificated or in uncertificated form |
means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; |
|
UK MAR or UK Market Abuse Regulation |
means the EU Market Abuse Regulation (2014/596) as it forms part of UK domestic law by virtue of the European Union Withdrawal Act 2018; |
|
UK Prospectus Regulation |
means the EU Prospectus Regulation (2017/1129) as it forms part of UK domestic law by virtue of the European Union Withdrawal Act 2018; |
|
United Kingdom or UK |
means the United Kingdom of Great Britain and Northern Ireland; |
|
United States or US |
means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub- division thereof; and |
|
US Securities Act |
means the U.S. Securities Act of 1933, as amended. |
Unless otherwise indicated in this Announcement, any references to "£", "GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence'' are to the lawful currency of the UK.
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