PROPOSED PLACING TO RAISE APPROXIMATELY £20.5M
9 March 2018
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
OXFORD BIOMEDICA PLC
PROPOSED PLACING TO RAISE APPROXIMATELY £20.5 MILLION
Oxford, UK - 9 March 2018: Oxford BioMedica plc ("Oxford BioMedica" or "the Company"; LSE: OXB), a leading gene and cell therapy company, today announces its intention to raise approximately £20.5 million, before expenses, by way of a conditional placing with new and existing investors through the issue of up to 174,346,817 new ordinary shares ("Placing Shares") at a price of 11.75 pence per Placing Share (the "Placing Price) to fund the expansion of its bioprocessing facilities (the "Placing").
Peel Hunt LLP ("Peel Hunt") and WG Partners LLP ("WG Partners") are acting as joint bookrunners (together, the "Joint Bookrunners") in respect of the Placing.
Highlights
· The Placing is being conducted via an accelerated bookbuild, pursuant to which the Company intends to raise approximately £20.5 million. The accelerated bookbuild will be launched immediately following this announcement and will be subject to the terms and conditions set out in the appendix.
· The net proceeds will be used to expand the Company's bioprocessing facilities to include four new GMP vector suites, fill and finish suites and warehouse and office space.
· The Placing Price of 11.75 pence per new ordinary share represents a 5.85 per cent. discount to the closing price of 12.48 pence on 8 March 2018 (being the latest practicable date prior to this announcement) and a 12.45% per cent. discount to the market price of 5.70 pence on the London Stock Exchange at the time of announcement.
· Admission is expected to occur at 8.00 a.m. on 14 March 2018 (or such other date as the Company, Peel Hunt and WG Partners may agree, being no later than 28 March 2018) ("Admission").
John Dawson, Chief Executive Officer of Oxford BioMedica, said:
Oxford BioMedica is at the centre of the gene and cell therapy revolution and we are the only company globally that provides both clinical and commercial grade lentiviral vectors that are used to deliver life changing treatments. The Company already has partnerships based on revenues, milestones and royalties with Novartis and Orchard Therapeutics and we recently announced our latest agreement with Bioverativ. With the approval of the first approved gene therapy in the US, Novartis' Kymriah, we have seen an increase in business development activity and this has reinforced our belief that the market for lentiviral vectors is positioned to grow significantly over the next few years. This fundraise will allow us to exploit our market leading position by giving us the capacity to service this rapidly growing market that is expected to be worth $800 million annually, by 2026.
The person responsible for arranging for the release of this announcement on behalf of the Company is Stuart Paynter, Chief Financial Officer.
For further information, please contact:
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Oxford BioMedica plc: |
Tel: +44 (0)1865 783 000 |
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John Dawson, Chief Executive Officer |
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Stuart Paynter, Chief Financial Officer |
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Peel Hunt (Joint Bookrunner): |
Tel: +44 (0)20 7418 8900 |
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James Steel |
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Dr. Christopher Golden |
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Oliver Jackson Rory James-Duff / Sohail Akbar (ECM) |
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WG Partners (Joint Bookrunner): |
Tel: +44 (0)20 3705 9321 |
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David Wilson |
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Claes Spang |
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Financial PR Enquiries: |
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Consilium Strategic Communications |
Tel: +44 (0)20 3709 5700 |
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Mary-Jane Elliott |
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Matthew Neal |
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Philippa Gardner |
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Laura Thornton |
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About Oxford BioMedica
Oxford BioMedica (LSE:OXB) is a leading gene and cell therapy company focused on developing life changing treatments for serious diseases. Oxford BioMedica and its subsidiaries (the "Group") have built a sector leading lentiviral vector delivery platform (LentiVector®), which the Group leverages to develop in vivo and ex vivo products both in-house and with partners. The Group has created a valuable proprietary portfolio of gene and cell therapy product candidates in the areas of oncology, ophthalmology and CNS disorders. The Group has also entered into a number of partnerships, including with Novartis, Bioverativ, Sanofi, GSK, Orchard Therapeutics, GC LabCell and Immune Design, through which it has long-term economic interests in other potential gene and cell therapy products. Oxford BioMedica is based across several locations in Oxfordshire, UK and employs more than 300 people. Further information is available at www.oxfordbiomedica.co.uk.
The Placing
The Company is proposing to raise approximately £20.5 million through the issue of up to 174,346,817 new ordinary shares at a price of 11.75 pence per Placing Share.
The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will commence immediately following this announcement. Peel Hunt and WG Partners are acting as joint bookrunners in respect of the Placing.
The timing of the closing of the Bookbuild and allocations are at the discretion of the Joint Bookrunners, in consultation with the Company, and will be decided at the close of the Bookbuild. Details of the outcome of the Bookbuild will be announced as soon as practicable after close of the Bookbuild.
The Placing is not underwritten. The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so.
The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being, this "Announcement").
The Placing is conditional upon, inter alia, the placing agreement entered into between the Company, Peel Hunt and WG Partners becoming unconditional in accordance with its terms and not having been terminated prior to Admission.
Application has been made by the Company to the UK Listing Authority and the London Stock Exchange for up to 174,346,817 ordinary shares of 1 pence each in the Company to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to be traded on the Main Market of the London Stock Exchange. The shares will be issued fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 1 pence each of the Company. It is expected that admission of the shares will become effective at 8.00 a.m. on 14 March 2018, and that dealings will commence at that time.
Background to the Placing
The growing multi-billion dollar gene and cell therapy market has seen three therapies approved in the last six months, including Novartis' Kymriah, with Oxford BioMedica having the potential to receive in excess of $100 million over the next three years for supply of vector to Novartis in relation to Kymriah. There are potentially seven more therapies to be approved in the next few years.
Oxford BioMedica is the first and only commercial supplier of lentiviral vectors to the gene and cell therapy market. The Company estimates that the lentiviral vector bioprocessing market was worth approximately $200 million in 2017 and is expected to grow at a 15.4 per cent. compound annual growth rate from $158 million in 2015 to $800 million by 2026. These estimates exclude milestones and royalties from partnerships which may be earned by companies operating in this space.
In recent months Oxford BioMedica has been experiencing a step change in business development enquiries for its expertise across the LentiVector™ enabled platform and Oxford BioMedica has a strong IP position, know-how and expertise across that platform. The Company has successfully developed a new 200 litre manufacturing process with significant productivity improvements to address current and future demand across the main indications. Oxford BioMedica believes a new affordable full service site will meet expected long-term demand, create dual source manufacturing for partners and significantly increase capacity to a level competitive with other market participants.
The Placing will provide funds to exploit the current market opportunity, capitalise on the expected increase in demand and future proof Oxford BioMedica to maintain its leadership position. Oxford BioMedica believes it can grow its market share of the bioprocessing market to between 25 per cent. and 30 per cent. with new facilities to be funded from the proceeds of the Placing.
Facilities expansion plans
Oxford BioMedica currently has three facilities, all in the Oxford area, which house its state of the art laboratories and its FDA and MHRA approved facilities including three GMP suites. The Company has a short list of potential sites identified as potential suitable premises for its bioprocessing expansion plans. The lead facility is in Oxford and close to the Company's existing headquarters and the Company has been negotiating a potential long lease for the premises which is around 84,000 sq. ft (7,800 sq. mts) and is currently vacant. The Company has been working with a third party consultant to advise on facility layout and anticipated costs of fit out with phase I and II of the plans contemplating that 45,000 sq.ft (4,200 sq. mts) are converted into four GMP suites, a fill and finish facility and warehouse and office space with additional space available for further future expansion as required. The Company believes that this expansion plan will be sufficient for its biomanufacturing requirements for the foreseeable future. The Company estimates that the costs of conversion, fit out and finishing of phase I and II will be £19.0 million split as to £14.0 million on 4 GMP vector suites, £3.0 million on fill and finish suites and £2.0 million on the warehouse and administrative offices. The Company expects to incur these development costs between Q2 2018 and H1 2021, with the first phase of expansion expected to come on stream in Q3 2019.
Business update
Oxford BioMedica today also provides an unaudited trading update for the year ended 31 December 2017. Gross income (revenue and other operating income) was £39.4 million, an increase of 28% on the same period in 2016. Revenues from bioprocessing were £32.6 million and from licenses, incentives and grants were £6.8 million compared to bioprocessing revenues in 2016 of £24.0 million and licenses, incentives and grants of £6.8 million. The EBITDA loss in the year reduced significantly to £1.9 million compared to an EBITDA loss of £7.1 million in 2016. EBIDA (being EBITDA adjusted for the receipt of R&D tax credits) was £1.4 million compared to a loss of £3.4 million in 2016. The Group delivered cash inflows before financing activities of £1.0 million compared to an outflow of £8.2 million in 2016. A cash charge of £3.9 million was incurred upon the termination of the Oberland facility when the Group refinanced $55 million of debt on significantly improved terms with Oaktree Capital. Cash balances as at 31 December 2017 were £14.3 million compared to £15.3 million at 31 December 2016.
Operational highlights during 2017 included the FDA approval of Novartis's Kymriah™ (CTL-109) in August 2017 followed by Novartis launching the product in the US. Expectations are that this product will achieve blockbuster status with peak sales potential of $1.4 billion (source: Global Data Pharma eTrack Product Sales/Analyst Consensus, February 2018). In addition, Immune Design's CMB305 is progressing towards Phase III clinical testing. The Company has continued to invest in further development of the LentiVector™ platform to improve the volume and yield from manufacturing as well as efficacy of vector transduction of target cells. The Group's bioprocessing facilities are currently working at close to capacity and discussions with several large pharmaceutical companies about potential collaboration and licence agreements are ongoing. The Company is also in discussions with additional companies around feasibility studies, which provides the Company with a large pipeline of opportunities.
In the current financial year the Group has continued to make further progress and is trading in line with management expectations. The announcement of a major new collaboration and licence agreement with Bioverativ for the development and manufacturing of lentiviral vectors to treat haemophilia on 15 February 2018 with a $5 million upfront payment, various milestone payments potentially worth in excess of $100 million and royalties on sales further highlighted the value of the Company's capabilities in the industrial scale-up of lentiviral vectors for clinical and commercial supply. Sales of products to treat haemophilia in seven major markets reached $6.7 billion in 2016 and are forecast to reach $8.0 billion by 2026 (source: PharmaPoint Hemophilia A and B Global Data Drug Forecast & Market Analysts to 2026, published Global Data July 2017). The Group was also pleased to have been awarded a £3 million grant by the UK's innovation agency, Innovate UK, to support the UK's efforts to produce viral vectors and ensure adequate supply to meet future demand.
The Group will announce its unaudited preliminary financial results for the year ended 31 December 2017 on Thursday 15 March 2018.
A briefing for analysts will be held at 9.30 a.m. GMT on 15 March 2018 at 85 Gresham Street, London, EC2V 7NQ. There will be a simultaneous live conference call with Q&A and the presentation will be available on the Group's website at www.oxfordbiomedica.co.uk. An audio replay file will be made available shortly afterwards.
Please contact Consilium Strategic Communications for further details.
Cybersecurity incident
Oxford BioMedica notes that it was very recently subject to a cybersecurity incident which involved unauthorised access to part of the Company's computer systems. As soon as it was discovered, the Company took immediate steps to respond to and manage the incident appropriately. The Company's initial investigations have indicated that unauthorised access was gained via a single and isolated user account which has since been disabled. However, it is possible that the person or persons behind the incident may release some data. The Company's investigation is continuing and includes an ongoing review of the Group's information security systems. The Company would like to reassure clients, shareholders and other stakeholders that this incident has not affected, and does not affect, its ability to do business. The Company has contacted those clients it believes may have been affected. The Company does not expect the incident, including any possible release of data, to have a material effect on its operations or financial position.
Outlook and expected news flow
The Company expects to benefit from a number of developments across its key activities through 2018 and beyond.
1. Partners' programmes
In relation to the Company's partnership with Novartis the Company expects to benefit from an increasing royalty stream from CTL019 on the back of growing sales. FDA approval in adult relapsed-refractory ("r/r") diffuse large B cell lymphoma ("DLBCL") is anticipated in Q1 2018 and EMA approval for paediatric r/r acute lymphoid leukaemia and adult r/r DLBCL in the EU is expected in Q2 2018. Finally, a 2nd CAR-T programme is expected to enter the clinic later in the year.
A Bioverativ gene therapy product for haemophilia A and B will progress towards clinical development material by the end of 2018
Orchard Therapeutics' intends to file a BLA for adenosine deaminase deficiency causing severe combined immunodeficiency during H2 2018.
2. LentiVector® delivery platform
The Company expects to enter into further contracts with new and existing partners providing the Company with long-term economic interests in partners' product candidates. Oxford BioMedica will also continue to invest in the platform to improve volume and yield from bioprocessing and efficacy of vector transduction of target cells.
3. In-house products
The Company expects OXB-102 (Parkinson's disease) to advance into clinical development in H1 2018. The Board expects to spin out / out-license at least one of the Group's in-house product candidates before the end of 2018.
Adjustment to warrants issued to Oaktree Capital Management
The $55 million debt facility with Oaktree Capital Management - Strategic Credit Strategy ("Oaktree") contains an anti-dilution provision under which, if the Group issues new ordinary shares, the number of warrants held by Oaktree will be adjusted depending on the price at which the new ordinary shares are issued relative to an average trailing volume weighted share price. Consequently, Oxford BioMedica is required to issue 133,156 warrants to Oaktree following completion of the Placing representing an increase of 0.1 per cent. over the 134,351,226 warrants already issued to Oaktree as announced on 30 June 2017.
Important Notice
This announcement has been issued by, and is the sole responsibility of, the Company.
Members of the general public are not eligible to take part in the Placing.
This announcement is restricted, and is not for publication, release or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which such publication or distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Australia, New Zealand, Canada, Japan, the Republic of South Africa or any other jurisdiction.
No prospectus or admission document will be made available in connection with the matters contained in this announcement.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or of any other jurisdiction. The Placing Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
In the United Kingdom, this announcement is only directed at persons who are qualified investors (as defined below) and (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. 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.
In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Peel Hunt and WG Partners, which are authorised and regulated in the United Kingdom by the FCA are acting for the Company and no one else in relation to the Placing and Admission and they will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt and WG Partners or for providing advice in relation to any matter contained in this announcement or any matter or arrangement referred to in it. 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 Peel Hunt and WG Partners, or by any of their affiliates or agents, 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 therefore is expressly disclaimed.
Certain statements in this announcement may be forward-looking. Although the Company believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance or guarantee that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward looking statements.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
Definitions
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Admission |
the admission of the Placing Shares to listing on the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE. |
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Bookbuild |
the accelerated bookbuild process by which the Joint Bookrunners will determine demand for participation in the Placing by the Placees. |
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Company |
Oxford BioMedica plc. |
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CREST |
the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland Limited. |
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FCA |
the Financial Conduct Authority. |
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FSMA |
Financial Services and Markets Act (2000) (as amended). |
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Group |
the Company and its subsidiary undertakings. |
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Joint Bookrunners |
Peel Hunt and WG Partners. |
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LSE |
London Stock Exchange plc. |
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MAR |
Market Abuse Regulation (EU) 596/2014. |
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Ordinary Shares |
ordinary shares of 1 pence each in the capital of the Company. |
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Peel Hunt |
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority. |
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Placees |
relevant persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others and by whom or on whose behalf a commitment to acquire Placing Shares is given. |
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Placing |
the proposed placing by the Joint Bookrunners, as agents of the Company, of the Placing Shares at the Placing Price pursuant to the terms and conditions set out in this Announcement. |
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Placing Agreement |
the agreement between the Company and the Joint Bookrunners dated 9 March 2018 in connection with the Placing. |
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Placing Price |
11.75 pence per Placing Share. |
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Placing Results Announcement |
the announcement to be released by the Company via a RIS specifying the number of Placing Shares to be issued following the completion of the Bookbuild. |
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Placing Shares |
the new Ordinary Shares to be allotted and issued by the Company pursuant to the Placing. |
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QIB |
qualified institutional buyer, as defined in rule 144A under the Securities Act. |
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Regulation S |
Regulation S under the Securities Act. |
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RIS |
regulatory information service. |
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UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland. |
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US or United States |
United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction. |
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SEC |
the US Securities and Exchange Commission. |
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Securities Act |
the US Securities Act of 1933, as amended. |
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WG Partners |
WG Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority. |
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (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, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA ("THE EXCLUDED JURISDICTIONS") 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 AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME INCLUDING THE 2010 PD AMENDING DIRECTIVE (DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE JOINT BOOKRUNNERS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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 ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY RESTRICTIONS RELATING TO THE PUBLICATION, RELEASE OR DISTRIBUTION OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS, AS THE TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION 4(A)(2) OF THE SECURITIES ACT MADE IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
IN THE OPINION OF THE DIRECTORS OF THE COMPANY, THERE IS A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE TO THE COMPANY AND ITS DIRECTORS WERE THE COMPANY'S SECURITIES TO BE OFFERED OR SOLD INTO ANY OF THE EXCLUDED JURISDICTIONS. ON THIS BASIS, NONE OF THE COMPANY'S SECURITIES HAVE BEEN, OR WILL BE, REGISTERED UNDER THE RELEVANT LAWS OF ANY STATE, PROVINCE OR TERRITORY OF ANY OF THE EXCLUDED JURISDICTIONS. SUBJECT TO CERTAIN LIMITED EXCEPTIONS, NONE OF THE COMPANY'S ORDINARY SHARES MAY BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN ANY OF THE EXCLUDED JURISDICTIONS OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF, OR ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED UNDER THE LAWS OF, ANY EXCLUDED JURISDICTION.
INFORMATION TO DISTRIBUTORS
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 THE PLACING SHARES ARE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF "PROFESSIONAL CLIENTS" AND "ELIGIBLE COUNTERPARTIES", EACH AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT").
NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE PLACING. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, THE JOINT BOOKRUNNERS WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
The Placees will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.
In particular each such Placee represents, warrants and acknowledges that:
(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 (and, if it is acquiring the Placing Shares for the account of one or more other persons, such persons are) and, at the time the Placing Shares are acquired, will be either (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act or (ii) if in the United States, a QIB and acquiring Placing Shares in a transaction that is exempt from the registration requirements set out under the Securities Act;
(c) if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements, undertakings, and acknowledgements herein on behalf of each such person; and
(d) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, 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 to Qualified Investors in a member state of the EEA which has implemented the Prospectus Directive, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.
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 Joint Bookrunners.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a 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 pursuant to the Placing will not be admitted to trading on any stock exchange other than the LSE and will be listed on the premium segment of the Official List.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Details of the Placing Agreement, the Placing Shares and the Bookbuild
The Joint Bookrunners are acting as joint bookrunners in connection with the Placing and have entered into the Placing Agreement with the Company under which, subject to the conditions set out in that agreement, they have agreed to use their respective reasonable endeavours to procure Placees to take up the Placing Shares at the Placing Price, on the terms and subject to the conditions set out therein. The exact number of the Placing Shares to be allocated and issued to each Placee shall be determined following completion of the Bookbuild. The Placing is not underwritten.
The Joint Bookrunners will today commence the Bookbuild. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Company and the Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion determine.
The Placing Shares will, as from the date when they are issued and are fully paid up, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after the date of Admission and otherwise rank pari passu in all respects with, and will be identical to, the existing Ordinary Shares then in issue and are issued free from all claims, charges, liens and encumbrances.
As a term of the Placing, the Company has agreed that, subject to certain limited exceptions, it will not allot, issue, offer, pledge, sell, or contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares (other than the Placing Shares) for a period ending on the date falling 180 days after Admission without the prior written consent of the Joint Bookrunners (which consent shall not be unreasonably withheld or delayed).
Application for listing and admission to trading
Application has been made to the FCA for the admission of the Placing Shares to the premium listing segment of the Official List and to the LSE for admission to trading on its main market for listed securities. It is expected that Admission of the Placing Shares will become effective at or around 8.00 a.m. (London time) on or around 14 March 2018 and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as joint bookrunners and placing agents of the Company for the purpose of procuring Placees at the Placing Price (as defined herein) for the Placing Shares.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. In connection with the Placing, each of the Joint Bookrunners, or any of their respective affiliates, may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such Placing Shares and/or related instruments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners, or any of their respective affiliates, acting as investors for their own accounts. Except as required to comply with legal or regulatory obligations to do so, Peel Hunt and WG Partners do not propose to make any disclosure in relation to the extent of any such investments or transactions.
3. The Bookbuild, if successful, will establish a single price per Placing Share payable to the Joint Bookrunners as agent for the Company by all Placees whose bids are successful. The number of Placing Shares will be agreed by the Joint Bookrunners and the Company following completion of the Bookbuild. The number of Placing Shares to be issued will be announced via the Placing Results Announcement through a RIS following the completion of the Bookbuild.
4. Allocations of the Placing Shares will be determined by the Joint Bookrunners and the Company (the proposed allocations having been supplied by the Joint Bookrunners to the Company in advance of such determination). Allocations will be confirmed orally by the Joint Bookrunners and a trade confirmation will be despatched as soon as possible thereafter. A Joint Bookrunner's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Joint Bookrunners and the Company, to acquire the number of Placing Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Joint Bookrunners' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
5. The Bookbuild is expected to close no later than 6:30 p.m. (London time) on 9 March 2018, but may be closed earlier or later at the Joint Bookrunners' discretion. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
6. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the Joint Bookrunners. The terms of this Appendix will be deemed incorporated in that contract note.
7. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
8. All obligations of the Joint Bookrunners under the Bookbuild and the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
9. By participating in the Bookbuild and the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law, neither the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild and the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may determine.
11. Each of the Joint Bookrunners and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares are determined.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:
(a) publication of the Placing Results Announcement through a RIS, by no later than 8:00 a.m. on 12 March 2018;
(b) Admission occurring at or before 8:00 a.m. (London time) on 14 March 2018;
(c) in the good faith opinion of the Joint Bookrunners, no material adverse change occurring (whether or not foreseeable at the date of this Announcement);
(d) none of the warranties of the Company contained in the Placing Agreement, in the opinion of the Joint Bookrunners (acting in good faith), being untrue, inaccurate or misleading at the date of the Placing Agreement or at Admission, by reference to the facts and circumstances from time to time subsisting; and
(e) the Company not being in breach of any of its obligations under the Placing Agreement which fall to be performed prior to Admission, the consequences of which in the good faith opinion of the Joint Bookrunners are material in the context of the Placing.
The Joint Bookrunners shall, acting together and in their absolute discretion, be entitled to waive compliance by the Company with any of the Company's obligations in relation to certain conditions in the Placing Agreement, save that conditions (a) and (b) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the conditions contained in the Placing Agreement, including those described above are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date where specified (or, in each case, such later time and/or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
The Company shall not be obligated to allot any Placing Shares to any Placees in the United States unless it has received an executed letter from each such Placee attesting to certain factual representations, warranties and acknowledgements, in a form satisfactory to the Company.
Neither the Company, the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees 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 in the Placing Agreement nor in respect of any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and the Joint Bookrunners.
Right to terminate under the Placing Agreement
The Joint Bookrunners, acting together, in their absolute discretion may terminate their obligations under the Placing Agreement by notice to the Company, in each case if at any time on or before Admission, inter alia:
(a) any of the warranties given by the Company in the Placing Agreement, in the opinion of the Joint Bookrunners (acting in good faith), are not true and accurate or have become misleading;
(b) there shall have been any material adverse change (whether or not foreseeable at the date of the Placing Agreement), the effect of which, in the good faith opinion of the Joint Bookrunners, makes it impractical or inadvisable to proceed with the Placing; or
(c) there occurs one or more specified adverse macro-economic changes, suspension or material limitation in the London Stock Exchange's main market for listed securities of any securities of the Company or a general moratorium on commercial banking activities in the United Kingdom, the United States, a member of the European Union, or New York the effect of which, in the good faith opinion of the Joint Bookrunners, would make it impractical or inadvisable to proceed with the Placing.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by any of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner 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 or failure to 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 a prospectus in the UK. No offering document or prospectus has been or will be submitted to be approved by the FCA 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 the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix), and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously published by the Company by notification to a RIS is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or any of the Joint Bookrunners or any other person and none of the Company or the Joint Bookrunners nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:GB0006648157) following Admission will take place within the CREST system. Subject to certain exceptions, the Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees in certificated form or by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares allocated to it at the Placing Price and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the Joint Bookrunners as agent for the Company and the Joint Bookrunners will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 14 March 2018 in accordance with the instructions set out in the contract note.
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 Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and agents of the Company, in each case as a fundamental term of their application for Placing Shares), that:
1. it has read and understood the Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;
2. no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, Placing or the Placing Shares;
3. the Placing does not constitute a recommendation or financial product advice and none of the Joint Bookrunners have had regard to its particular objectives, financial situation or needs;
4. neither of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
5. the Ordinary Shares are listed on the premium segment of the Official List and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;
6. the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners, nor their respective affiliates or any person acting on behalf of any of them, has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or any information previously published by or on behalf of the Company, including, without limitation, any information required to be published by the Company pursuant to applicable laws, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a RIS, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither requested, received nor relied on any other information given, or representations, warranties or statements made, by any of the Joint Bookrunners or the Company nor any of their respective affiliates, agents, directors, officers or employees and none of the Joint Bookrunners or the Company or any such affiliate, agent, director, officer or employee will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
7. it may not rely, and has not relied, on any investigation that any of the Joint Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company or the Placing Shares; each Placee further acknowledges that it has conducted its own investigation of the Company and the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;
8. it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares;
9. none of the Joint Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
10. in making any decision to acquire Placing Shares it (i) has such knowledge and experience in financial, business and international investment matters as is required to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares, (ii) will not look to any of the Joint Bookrunners for all or part of any loss it may suffer as a result of any such subscription or purchase, (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares. It further confirms that it has relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners;
11. neither it is nor the beneficial owners of the Placing Shares are, and at the time the Placing Shares are, acquired, will be, a resident of or otherwise located in Australia, Canada, Japan, New Zealand or South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any of those jurisdictions;
12. the Placing Shares have not been and will not be registered, and that a prospectus will not be cleared in respect of any of the Placing Shares, under the securities laws or legislation of the United States or any state or jurisdiction thereof, Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;
13. that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
14. it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 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 the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
15. 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 the acknowledgments, warranties, representations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
16. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased 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 which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;
17. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
18. it has not offered or sold and will not, prior to Admission, offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Directive;
19. 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;
20. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
21. if in a member state of the European Economic Area, unless otherwise specifically agreed with the Joint Bookrunners in writing, that it is a "Qualified Investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;
22. if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of 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;
23. no action has been or will be taken by either the Company or the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
24. 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 to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
25. it, and any person acting on its behalf, will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Bookrunners may in their absolute discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;
26. none of the Joint Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees, nor any person acting on their behalf, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be, a client of any of the Joint Bookrunners in connection with its participation in the Placing and that none of the Joint Bookrunners have any duty nor responsibility to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
27. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
28. these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, and any non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or either of the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
29. it agrees to indemnify on an after tax basis and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of its representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
30. if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
31. if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;
32. the Company, the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, acknowledgements, agreements, and undertakings set forth herein which are given to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
33. none of the Company or the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;
34. it will not hold the Joint Bookrunners or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations with investors relating to the Company and that neither the Joint Bookrunners nor any person acting on behalf of the Joint Bookrunners, 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; and
35. its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the 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 or the Joint Bookrunners' conduct of the Placing.
Additional representations and warranties relating to the United States
36. In addition to the foregoing, by participating in the Placing, each Placee that is located in the United States (and any person acting on such Placee's behalf) irrevocably acknowledges, undertakes, confirms, represents, warrants and agrees (as the case may be) that:
(a) it understands that the Placing has not been and will not be registered under the Securities Act;
(b) it is acquiring the Placing Shares either for its own account or as a fiduciary or agent for one or more investor accounts, as to which it exercises sole investment discretion and has authority to subscribe for the Placing Shares ("Accounts"), and in each case the acquisition of the Placing Shares is being made for investment purposes;
(c) it is, and each Account is, a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("QIB");
(d) the Placing Shares have not been offered to it by the Company, the Joint Bookrunners or any other person connected to the Placing by means of any form of any "general solicitation" or "general advertising" (as such terms are defined in Regulation D under the Securities Act);
(e) it has read and understood this Announcement in its entirety and its subscription for the Placing Shares is subject to and based on these terms and conditions and it undertakes not to redistribute or duplicate this Announcement or any other materials concerning the Placing;
(f) it has sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of the purchase of the Placing Shares, and it is and each Account is able to bear the economic and financial risk (including a complete loss) of such a purchase;
(g) it acknowledges that in making its decision to acquire any Placing Shares, it: (i) has not relied on any investigation that the Joint Bookrunners, or any other person connected to the Placing, or any of their respective affiliates or any person acting on its or their behalf may have conducted with respect to the Company or the Placing Shares; (ii) has had access to such information as it deems necessary or appropriate in connection with its acquisition of the Placing Shares; and (iii) has made its own investment decision regarding the Placing Shares based on its own knowledge and information which is publicly available with respect to the Placing Shares and the Company;
(h) it will not hold, and no Account will hold, the Joint Bookrunners or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations with investors relating to the Company and that neither the Joint Bookrunners nor any person acting on behalf of the Joint Bookrunners, 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;
(i) it understands that the Placing Shares are listed on the premium segment of the Official List of the FCA and traded on the main market for listed securities of the LSE, and the Company is therefore required to publish or make publicly available certain business and financial information in accordance with the rules and practices of the FCA and the LSE, and it is able to obtain or access such information without undue difficulty;
(j) it understands that no disclosure or offering document or prospectus has been prepared in connection with the Placing;
(k) it is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
(l) it acknowledges that (i) the Placing Shares are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act); (ii) the Placing Shares may not be reoffered, sold, pledged or otherwise transferred and neither it nor any Account will directly or indirectly reoffer, sell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act; and (iii) no representation is made as to the availability of the exemption provided in Rule 144 under the Securities Act or any other exemption;
(m) it agrees that so long as the Placing Shares are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act), neither it nor any Account will deposit the Placing Shares in a depositary receipt programme in the United States or for U.S. investors;
(n) it understands that if any shares are delivered to it in certificated form, the certificate to be delivered in respect of the Placing Shares will bear a legend substantially to the following effect:
"THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US 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 TAKEN UP, EXERCISED, RESOLD, TRANSFERRED, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL, CITIZEN OR RESIDENT OF THE UNITED STATES EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (B) TO A PERSON THAT THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER; (C) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 OR ANY OTHER EXEMPTION UNDER THE SECURITIES ACT OR OF ANY EXEMPTION UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES FOR RESALES OF THE ORDINARY SHARES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE ORDINARY SHARES REPRESENTED HEREBY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE ORDINARY SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
(o) it acknowledges and agrees that the Company shall not have any obligation to recognise any offer, resale, pledge or other transfer made other than in compliance with the restrictions on transfer set out in this Announcement and that the Company may make notations on its records or give instructions to any transfer agent of the Placing Shares in order to implement such restrictions;
(p) it acknowledges that the Company, Joint Bookrunners and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties, it consents to such reliance and agrees that if any such acknowledgement, representation or warranty deemed to have been made by virtue of its purchase of Placing Shares is no longer accurate, it shall promptly notify the Company and the Joint Bookrunners;
(q) it understands that these representations are required in connection with the laws of the United States and the states thereof.
The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor any of the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and 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. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
The Company and the Joint Bookrunners are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Joint Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. 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 such Joint Bookrunner's money in accordance with the client money rules and will be used by such Joint Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Joint Bookrunner.
All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
The rights and remedies of the Joint Bookrunners and the Company under the terms and conditions set out in this Appendix 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.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This information is provided by RNS
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