Landsec Results of Placing

Land Securities Group PLC

01 October 2026

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF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, 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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: 213800V8IAVKS37D6B88

For immediate release

1 October 2026

                             Land Securities Group PLC ("Landsec", the "Company", the "Group")       

RESULTS OF PLACING

Landsec announces the successful pricing of the non-pre-emptive placing of new ordinary shares of 10 ⅔ pence each in the capital of the Company (the "Ordinary Shares") announced on 1 October 2026 (the "Placing") to partially fund i) the acquisition of a 100% stake in Metrocentre and ii) the further consolidation of Landsec's interests in its existing retail portfolio.

Mark Allan, Chief Executive Officer, said: "We are pleased with the strong support received from both existing and new shareholders in this equity placing, reflecting their confidence in our strategy and the compelling opportunity ahead. We would like to thank our existing and new shareholders for their continued support."

A total of 81,819,504 new Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed by UBS AG London Branch ("UBS"), Barclays Bank PLC ("Barclays") and Deutsche Bank AG, London Branch ("Deutsche Numis", and together with UBS and Barclays, the "Banks") at a price of 600 pence per Placing Share (the "Placing Price").

Concurrently with the Placing, there has been a separate retail offer via RetailBook to provide retail investors in the United Kingdom with the opportunity to acquire a total of 1,513,830 new Ordinary Shares in the capital of the Company (the "Retail Offer Shares") at the Placing Price (the "Retail Offer"). The Retail Offer was not made subject to the terms and conditions of the Placing for invited placees, and instead a separate announcement has been made regarding the Retail Offer and its terms. Members of the public have not been entitled to participate in the Placing. The Retail Offer was conditional on the Placing, but the Placing was not conditional on the Retail Offer.

In addition to the Placing and the Retail Offer, the Chief Executive Officer and Chief Financial Officer have subscribed for the new Ordinary Shares (the "Subscription Shares") at the Placing Price, representing c. £70,000 in aggregate (the "Subscription"). The Subscription Shares have been subscribed for pursuant to subscription letters entered into between the relevant directors and the Company, rather than pursuant to the Terms and Conditions of the Placing.

The Placing, Retail Offer and Subscription in aggregate comprised 83,345,000 new Ordinary Shares which will raise gross proceeds of approximately £500 million for the Company. The Placing Price represents a discount of 3.0 per cent to the middle market price of 618.5 pence at the time at which the Company and the Joint Bookrunners agreed the Placing Price. The Placing Shares, Retail Offer Shares and Subscription Shares, in aggregate, represent approximately 11 per cent of the existing issued ordinary share capital of Landsec prior to the Placing.

Landsec consulted with a number of its institutional shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process.

An application has been made to the London Stock Exchange plc (the "LSE") for the admission of the Placing Shares, the Retail Offer Shares and the Subscription Shares to trading on the main market for listed securities of the LSE on 30 September 2026 ("Admission"). The Placing, the Retail Offer and the Subscription are conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Banks not being terminated in accordance with its terms. Subject to the Admission becoming effective, it is expected that settlement of the Placing Shares will commence at 8:00 am (London time) on 5 October 2026.

The Placing Shares, Retail Offer Shares and Subscription Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

For purposes of the Disclosure Guidance and Transparency Rules, following Admission, the total number of shares in issue in the Company will be 835,290,016. Landsec currently holds 6,789,236 shares as treasury shares, and, therefore, following Admission, the total number of voting shares in Landsec in issue will be 828,500,780. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

The person responsible for making this Announcement on behalf of the Company is Marina Thomas, Head of Governance & Company Secretary.

For further information please contact:

Landsec

Marina Thomas (Company Secretary)                                                     [phone]
Edward Thacker (Investor Relations)                                                       [phone]
Chris Hogwood (Corporate Affairs)                                                         [phone]

UBS (Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)

Rahul Luthra                                                                                              [phone]
George Dracup
Alex Bloch
Florence Ho

Barclays (Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)

Bronson Albery                                                                                          [phone]
Nicola Tennent
Edouard Asselin
Chris Madderson

Deutsche Numis (Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)

Anthony Parsons                                                                                         [phone]
Sebastiaan van Loon
Jonathan Wilcox
Richard Thomas                                                                                               

Slaughter and May is acting as legal adviser to the Company in respect of the Placing. Cravath, Swaine & Moore LLP is acting as US legal adviser to the Company in respect of the Placing.

Freshfields LLP is acting as UK and US legal adviser to the Banks in respect of the Placing.

Subscription participation

PDMR	Number of existing ordinary shares	Number of Subscription Shares subscribed for	Total number of ordinary shares following Admission
Mark Allan	724,811	8,333	733,144
Vanessa Simms	407,280	3,333	410,613

Pre-Emption Group Reporting

The Placing is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).

Name of issuer	Land Securities Group PLC
Transaction details	In aggregate, the Placing, Retail Offer and Subscription of 83,345,000 Ordinary Shares represent approximately 11% of the Company's issued ordinary share capital. Settlement for the Placing Shares, Retail Offer Shares and Subscription Shares is expected to take place on or before 8.00 a.m. (London time) on 5 October 2026.
Use of proceeds	The proceeds of the Placing, Retail Offer and Subscription of approximately £500 million in aggregate will allow Landsec to partially fund i) the acquisition of a 100% stake in Metrocentre and ii) the further consolidation of Landsec's interests in its existing retail portfolio.
Quantum of proceeds	In aggregate, the Placing, Retail Offer and Subscription will raise gross proceeds of approximately £500 million and net proceeds of approximately £489 million.
Discount	The Placing Price represents a discount of 3.0 per cent to the middle market price of 618.5 pence at the time at which the Company and the Joint Bookrunners agreed the Placing Price.
Allocations	Soft pre-emption has been adhered to in the allocations process. The Company was involved in the allocations process, which has been carried out in compliance with all applicable MiFID II allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts.
Consultation	The Banks undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
Retail investors	The Placing was accompanied by a Retail Offer, for a total of 1,513,830 Ordinary Shares, via the RetailBook platform. Retail investors who participated in the Retail Offer were able to do so at the same Placing Price as all other investors participating in the Placing. The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through RetailBook. As such, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Retail Offer alongside institutional investors. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption.

Notes to Editors

About Landsec

We identify and shape places that create opportunity, enhance quality of life, and bring joy to the people connected to them.

This is how we have created the UK's leading portfolio of urban places and one of the largest real estate companies in Europe.

Our £10 billion portfolio is built around premium workplaces, the country's pre-eminent retail platform, and a residential pipeline that will redefine urban life.

We have honed this ability over 80 years. Spotting the opportunities, building the partnerships, and continually adapting to shape the places that meet the needs of a changing world.

Places where life happens. Where businesses grow. And where cities are defined.

Find out more at Landsec.com

IMPORTANT NOTICES

This Announcement and the information contained herein, is restricted and is not for publication, release, transmission, 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, Japan or any other jurisdiction in which such publication, release or distribution would be unlawful.

No action has been taken by the Company or the Banks, or any of their respective affiliates, or any person acting on its or their behalf, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation") or the POATR and PRM (as applicable)). Persons needing advice should consult an independent financial adviser.

This Announcement is for information purposes only and does not constitute an offer or invitation to underwrite, buy, acquire, subscribe for, sell or issue, or the solicitation of an offer to buy, sell, acquire, dispose of or subscribe for the Placing Shares or any other security in the United States, Australia, Canada, Japan or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful or require registration.

The new Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws 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 any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of the new Ordinary Shares in the United States.

The Placing, Retail Offer and Subscription have not, and will not be, approved, disapproved or recommended by the U.S. 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, Retail Offer and Subscription or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The Placing Shares have not been, nor will they be, qualified for distribution to the public in Canada pursuant to a prospectus filed with the securities regulatory authority of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia 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 Canada, Australia, Japan or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or to any investor located or resident in Canada.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) (the "Corporations Act") and will not be lodged with the Australian Securities and Investments Commission. Accordingly, this Announcement does not contain the information which would be contained in a prospectus prepared under the Corporations Act and does not purport to contain all of the information that may be necessary or desirable to enable a potential investor to properly evaluate and consider any investment opportunity.  No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of Section 708(8) of the Corporations Act or an experienced investor meeting the criteria in Section 708(10) of the Corporations Act or a "professional investor" within the meaning of Section 708(11) of the Corporations Act; and in each case (ii) a "wholesale client" for the purposes of Section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

This Announcement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018. Any reference in this Announcement to the "SFA" is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

In Switzerland, this Announcement is directed only at persons who are purchasing, or are deemed to be purchasing, as principal and who are "professional clients" within the meaning of the Swiss Financial Services Act 2018, as amended (the "FinSA"). This Announcement does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the Placing Shares. The Placing Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This Announcement constitutes an "advertisement" within the meaning of Article 68 of the FinSA.

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) persons in member states of the European Economic Area, who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation, or (b) persons in the United Kingdom who are UK Qualified Investors and who are (i) "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order, or (c) in Australia, persons who are (i) either "sophisticated investors" within the meaning of Section 708(8) of the Corporations Act or experienced investors meeting the criteria in Section 708(10) of the Corporations Act or "professional investors" within the meaning of Section 708(11) of the Corporations Act; and in each case (ii) a "wholesale client" for the purposes of Section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect, or (d) in Singapore, persons who are (i) "institutional investors" (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) "accredited investors" (as defined in Section 4A of the SFA pursuant to and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (e) in Switzerland persons that qualify as "professional clients" within the meaning of paragraph 3 of Article 4 of the FinSA, or (f) persons to whom it may otherwise be lawfully communicated (all such persons in (a) to (f) (inclusive) together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland and authorised by the Prudential Regulation Authority ("PRA") and subject to regulation by the Financial Conduct Authority ("FCA") and limited regulation by the PRA in the United Kingdom. Barclays is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London, EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), GraurheindorferStrasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request.

Each of the Banks is acting exclusively 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 its client in relation to the Placing or any other matter referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matter referred to in this Announcement. None of the Banks is acting for the Company with respect to the offer of the Retail Offer Shares.

This Announcement is being 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 the Banks nor any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers or any person acting on their behalf) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any Bank or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility therefor is expressly disclaimed. The Banks and each of their respective Affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any Bank or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Banks. 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 for future performance and persons reading this Announcement should consult an independent financial adviser.

This Announcement may contain certain 'forward-looking statements' with respect to the Company's financial condition, results of its operations and business, and certain plans, strategies,  objectives, goals and expectations with respect to these items and the economies and markets in which the Company operates. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans', 'targets', 'goal' or 'estimates' or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are not guarantees of future performance. By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. There are a number of such factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in the political conditions, economies and markets in which the Group operates; changes in the legal, regulatory and competition frameworks in which the Group operates; changes in the markets from which the Group raises finance; the impact of legal or other proceedings against or which affect the Group; changes in accounting practices and interpretation of accounting standards under IFRS, and changes in interest and exchange rates.

Any forward-looking statements made in this Announcement or on the Company's website, or made subsequently, which are attributable to the Company, or persons acting on their behalf, are expressly qualified in their entirety by the factors referred to above. Each forward-looking statement speaks only as of the date of this Announcement. Except as required by its legal or statutory obligations, none of the Company nor the Banks or their respective affiliates intend to update any forward-looking statements.

Nothing contained in this Announcement or on the Company's website should be construed as a profit forecast or an invitation to deal in the securities of the Company.

To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement. The information in this Announcement is subject to change without notice. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

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.

In connection with the Placing, each of the Banks and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, subscribed for, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks and any of their affiliates acting in such capacity. In addition, the Banks and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Banks and any of their respective affiliates may from time to time subscribe for, acquire, hold or dispose of shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The most recent Annual Report of the Group (which includes a section entitled "Principal Risks and Uncertainties" that describes the risk factors that may affect the Group's business and financial performance) and other information about the Group are available on the Company website at https://www.landsec.com/en. Neither the contents of the Company website nor any website accessible by hyperlinks on the Company website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation to acquire any securities of the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (i) (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 (ii) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and together with the MiFID II Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the FCA Conduct of Business Sourcebook; 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.

 

END