Issue of Equity
Summary by AI BETAClose X
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 September 2026
SOFTCAT plc
("Softcat", the "Company", or the "Group")
Proposed equity issue to part-fund the acquisition of General Datatech, L.P. ("GDT")
Softcat plc (LSE: SCT.L), a leading UK provider of IT infrastructure technology and services, today announces its intention to raise gross proceeds of approximately £350 million (the "Equity Issue") to part-fund the acquisition of GDT (the "Acquisition"), a leading US-based, multi-vendor IT solutions provider for an enterprise value of approximately $1,050 million (£785 million[1]).
The Acquisition will be structured through the acquisition of GDT Topco, L.P. and certain affiliated entities. Details of the Acquisition, including an overview of GDT, the strategic rationale for the transaction and certain transaction details, are contained in a separate announcement released by the Company today.
The Equity Issue is to comprise the issue of new ordinary shares of £0.0005 each ("New Ordinary Shares") in the capital of the Company through:
· a non-pre-emptive placing of up to approximately £350 million to eligible institutional investors at the Placing Price (as defined below) of New Ordinary Shares (the "Placing Shares") (the "Placing");
· a retail offer via RetailBook to provide retail investors in the United Kingdom with an opportunity to acquire New Ordinary Shares at the Placing Price ("Retail Offer Shares") (the "Retail Offer"); and
· possible subscriptions by all the directors of the Company (the "PDMRs"), who have indicated non-binding intentions to subscribe for approximately £235,000 in aggregate, of New Ordinary Shares, in each case at the Placing Price (the "PDMR Subscription Shares") (a "PDMR Subscription")
The Placing will be conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following release of this Announcement. J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and Peel Hunt LLP ("Peel Hunt", together with J.P. Morgan, the "Joint Global Coordinators") are acting as joint global coordinators and joint bookrunners in connection with the Placing. BNP PARIBAS ("BNP PARIBAS") is acting as joint bookrunner in connection with the Placing (BNP PARIBAS, together with J.P. Morgan Cazenove and Peel Hunt, the "Joint Bookrunners" or the "Banks"). J.P. Morgan Cazenove and Peel Hunt are also the Company's Corporate Brokers. The Bookbuild may close at any time after launch, at the discretion of the Joint Global Coordinators and the Company.
Peter Kelly and his concert party (the "Peter Kelly Concert Party Group"), in aggregate, hold approximately 33% of the voting rights of the Company. The Peter Kelly Concert Party Group has stated its intention to participate in the Placing on a pro rata basis, subject to not being allotted or issued New Ordinary Shares which would result in: (i) any member of the Peter Kelly Concert Party Group, individually, being interested in shares carrying 30% or more of the voting rights of the Company; or (ii) the Peter Kelly Concert Party Group, in aggregate, being interested in shares carrying a higher percentage of the voting rights of the Company than the percentage of voting rights in which they were interested immediately prior to the Equity Issue.
A separate announcement will be made shortly regarding the Retail Offer and its associated terms.
Acquisition highlights
· The Acquisition is in line with Softcat's stated strategy of seeking to extend its capabilities in the US for the right opportunity.
· GDT brings meaningful scale and an established upper mid-market and enterprise customer base in a large and growing US market. It has a complementary offering that enhances Softcat's existing customer proposition, increasing its relevance to organisations with multinational requirements across networking, data centre, AI infrastructure , and cybersecurity.
· The Acquisition is expected to deliver in the range of high single-digit to low double-digit underlying EPS accretion in the first full fiscal year with modest financial leverage.
· Investing in a highly capable and proven GDT leadership team with decades of industry experience in the US and an ethos that is closely aligned with Softcat.
· GDT has an established service delivery and business operations team in Bengaluru, India providing Softcat with access to an exciting new talent market, while also increasing capacity for 24/7 customer service.
· Estimated net debt leverage of 1.3x at closing and forecast leverage to be below 1.0x by July 2028, in line with new target leverage range of 0.5-1.0x.
· The transaction is expected to close by the end of Q1 CY2027, subject to customary regulatory filings and approvals.
· Softcat is actively managing the foreign exchange exposure associated with the acquisition in accordance with its risk management practices.
Use of proceeds
The Company intends to use the net proceeds raised pursuant to the Equity Issue to fund a portion of the consideration for the Acquisition and transaction-related costs. In the event that the Acquisition does not complete, the board of directors of the Company (the "Board") would consider, in light of circumstances at the time, the appropriate use of the net proceeds raised pursuant to the Equity Issue, including the extent to which they should be retained for general purposes or used in relation to other capital investments or acquisition opportunities as well as the appropriate extent to which the funds would be returned to the Company's shareholders.
Details of the Equity Issue
The Placing has been structured through the Bookbuild to minimise execution and market risk. Prior to the launch of the Placing, the Company consulted with a number of its institutional shareholders to gauge their feedback as to the proposed terms of the Placing. The Company intends to respect the principles of pre-emption when allocating Placing Shares to those shareholders that participate in the Placing, while also allowing the participation of new investors, with allocations being in the Company's discretion.
The Board has concluded that the Equity Issue is in the best interests of shareholders and wider stakeholders and will promote the long-term success of the Company and has, therefore, chosen to proceed with the Equity Issue.
Details of the Placing, Retail Offer and PDMR Subscription
The Placing will be conducted through the Bookbuild which will be launched immediately following release of this Announcement. The Bookbuild may close at any time after launch, at the discretion of the Joint Global Coordinators and the Company.
Concurrently with the Placing, there will be a separate Retail Offer, to provide retail investors in the United Kingdom with an opportunity to participate alongside the Placing. The Retail Offer is not made subject to the terms and conditions set out in Appendix 1 to this Announcement, and instead a separate announcement will be made shortly regarding the Retail Offer and its terms. Members of the public are not entitled to participate in the Placing. The Retail Offer is conditional on the Placing, but the Placing is not conditional on the Retail Offer.
The Company is currently in a closed period under the UK Market Abuse Regulation ("UK MAR") pending the announcement of the Company's preliminary results for the year ended 31 July 2026 (the "Preliminary Results") which are scheduled for release on 14 October 2026. Accordingly, while the PDMRs would like to participate in the Equity Issue, they are not currently permitted to do so under UK MAR. However, the Board recognises the importance of their participation and as such, assuming the successful completion of the Equity Issue, the PDMRs have indicated a non-binding intention to subscribe for PDMR Subscription Shares at the Placing Price when they are legally permitted to do so.
The PDMRs' intention to subscribe for PDMR Subscription Shares is non-binding and remains subject to entry into direct subscription letters with the Company following the announcement of the Preliminary Results. Any PDMR Subscription Shares will be subscribed for pursuant to such subscription letters entered into between the relevant individuals and the Company, rather than pursuant to the Terms and Conditions of the Placing.
The Placing Shares, the Retail Offer Shares and any PDMR Subscription Shares, in aggregate, are not expected to exceed 10% of the current issued share capital of the Company. The Company will rely on the allotment authority and on the disapplication of pre-emption rights authorities granted by shareholders of the Company at its annual general meeting held on 15 December 2025 for the Placing, the Retail Offer and any PDMR Subscription. The Placing will be made on a non-pre-emptive basis.
The Banks have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Banks as agents for and on behalf of the Company have agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares and, to the extent any placee defaults in paying the Placing Price (as defined below) in respect of any Placing Shares allotted to it, to subscribe themselves (in agreed proportions) for such Placing Shares at the Placing Price. The Placing is subject to the Terms and Conditions set out in Appendix 1 to this Announcement. The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Placing is not conditional upon the Retail Offer or any PDMR Subscription.
The Company has undertaken to the Joint Global Coordinators that, between the date of the Placing Agreement and 180 calendar days after the date of Admission, it will not, directly or indirectly, issue or allot ordinary shares (save for the Retail Offer and any PDMR Subscription), subject to customary exceptions or waiver by the Joint Global Coordinators.
By choosing to participate in the Placing and by making an oral or written offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making a legally binding offer subject to the terms and conditions in it, as well as providing the customary representations, warranties and acknowledgements contained in Appendix 1 to this Announcement.
The price at which the Placing Shares are to be placed (the "Placing Price") and the number of Placing Shares to be issued will be determined at the close of the Bookbuild. The timing of the closing of the Bookbuild and allocations will be agreed between the Joint Global Coordinators and the Company. The results of the Bookbuild will then be announced as soon as practicable via a Regulatory Information Service.
The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares after the date of issue.
Admission
Application will be made for the admission of the Placing Shares and the Retail Offer Shares to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). Admission of the Placing Shares and the Retail Offer Shares is expected to become effective at 8.00 a.m. (BST) on or around 22 September 2026.
The New Ordinary Shares will trade under ISIN GB00BYZDVK82.
FOR FURTHER INFORMATION, PLEASE CONTACT:
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Softcat plc: Graham Charlton, Chief Executive Officer Katy Mecklenburgh, Chief Financial Officer Michael Watts, Head of Investor Relations |
+44 (0) 1628 403 403 |
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J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker and Joint Financial Adviser): Bill Hutchings James Summer Jessica Murray Ram Chockalingam |
+44 (0) 20 7742 4000 |
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Peel Hunt (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker): Neil Patel Sohail Akbar Alice Lane Benjamin Cryer |
+44 (0) 20 7418 8900 |
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FTI Consulting LLP: Ed Bridges Matt Dixon Dwight Burden |
softcat@fticonsulting.com |
IMPORTANT NOTICES
This Announcement has been determined to contain inside information. The responsible individual for inside information at the Company is Luke Thomas (Company Secretary).
No action has been taken by the Company or the Banks, or any of their respective Affiliates, or any of its or their respective agents, directors, officers or employees (collectively, "Representatives"), 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 Public Offer and Admissions to Trading Regulations 2024 (SI 2024/105) ("POATR") and the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook of the FCA (being the regulated market admission rules referred to in Regulation 14(2) of the POATR) ("PRM") (as applicable)). Persons needing advice should consult an independent financial adviser.
This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), does not apply.
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, South Africa or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful or require registration.
The Placing Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom, 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.
The Placing Shares are being offered and sold within the United States to a limited number of institutional investors reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act, in a private placement exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. There will be no public offer of the Placing Shares in the United States. The Placing Shares sold in the United States will be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act.
Neither the Placing nor the Placing Shares have been 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 or Placing Shares or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
This Announcement shall not constitute, nor may it be used in connection with, any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act.
In South Africa, the Placing will only be made by way of separate private placement to: (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act 71 of 2008, as amended (the "South African Companies Act"); or (ii) selected persons, acting as principal, acquiring New Ordinary Shares for a total acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Qualifying Investors"). The Placing is not being made to, and cannot be accepted by, any person that is not a South African Qualifying Investor or any person that is otherwise prohibited from participating in the Placing for any reason, including in South Africa. Accordingly: (i) the Placing is not an "offer to the public" as contemplated in the South African Companies Act; (ii) the information contained in this announcement does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement" in relation to an "offer to the public", as contemplated by the South African Companies Act and the South African Companies Regulations of 2011 (the "Companies Regulations"); and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission ("CIPC") in respect of the Placing. As a result, this announcement does not comply with the substance and form requirements for a prospectus set out in the South African Companies Act and the Companies Regulations, and has not been approved by, and/or registered with, the CIPC.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the New Ordinary Shares or in relation to the business or future investments of the Company and its subsidiaries, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
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) of Australia ("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. It does not constitute financial product advice or legal, business or tax advice in relation to the Equity Issue or the Acquisition and nothing in this Announcement should be taken to constitute a recommendation or statement of opinion that is intended to influence any person in making a decision to participate in the Placing or the Equity Issue. This Announcement has been prepared without taking into account the investment objectives, financial situation or needs of any person and therefore before making any investment decision in relation to the Placing you should consider if you want to seek professional advice.
No offer of Placing Shares will be made in Australia except to persons who are: (i) "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 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, aligned 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.
The relevant clearances for the Placing have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has, among other things, represented to the Company and the Banks that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and (iv) is not an individual. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.
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 "qualified investors" within the meaning of paragraph 15 of schedule 1 to POATR 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) persons to whom it may otherwise be lawfully communicated (all such persons in (a), (b) and (c)) 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.
J.P. Morgan is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. Peel Hunt is authorised and regulated in the United Kingdom by the Financial Conduct Authority. BNP PARIBAS is supervised by the
European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR"). BNP PARIBAS is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority.
Each of the Banks is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. The Banks will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
None of the Banks or any of their respective Affiliates or any of their or their Affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the Announcement or its contents or otherwise arising in connection therewith.
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 Representatives 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 or Representatives 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 and Representatives 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 or Representatives 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 contains certain forward-looking statements which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. None of the Company, the Banks or their respective Affiliates undertakes or is under any duty to update this Announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law or the Listing Rules of the London Stock Exchange, the EU Prospectus Regulation, the POATR, the PRM, the Disclosure Guidance and Transparency Rules, UK MAR or EU MAR. 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.
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.
Appendix 1
Terms and Conditions of the Placing for invited Placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS ONLY DIRECTED AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") WHO ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; (C) IF IN AUSTRALIA, PERSONS WHO ARE: (I) "SOPHISTICATED INVESTORS" WITHIN THE MEANING OF SECTION 708(8) OF THE CORPORATIONS ACT 2001 (CTH) ("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 OF THE CORPORATIONS ACT (AND RELATED REGULATIONS) WHO HAS COMPLIED WITH ALL RELEVANT REQUIREMENTS IN THIS RESPECT; (D) IF IN THE REPUBLIC OF SOUTH AFRICA, A SOUTH AFRICAN QUALIFYING INVESTOR (AS DEFINED BELOW); OR (E) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A) TO (E) ABOVE (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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
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 SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM 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. THE COMPANY IS NOT REQUIRED TO REGISTER AS AN "INVESTMENT COMPANY" UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") IN RELIANCE ON SECTION 3(C)(7) THEREOF.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in Appendix 1 have the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction where such offer or solicitation is unlawful (each a "Restricted Territory").
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any Restricted Territory or in any jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Securities plc ("J.P. Morgan"), Peel Hunt LLP ("Peel Hunt" or by BNP PARBIAS ("BNP PARIBAS") and, together with J.P. Morgan and Peel Hunt, the "Banks") or by any of their respective Affiliates, or any of their or their respective Affiliates' directors, officers, members, employees, agents or advisers which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. 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 such action. Persons into whose possession this Announcement comes are required by the Company and each of the Banks to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under POATR from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.
The Placing has not been approved and will not be approved or disapproved by the US Securities and Exchange Commission, 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 this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or in any jurisdiction where such offer or sale is unlawful or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory or in any jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Bank or any of their respective Affiliates, or any of their or their respective Affiliates' directors, officers, members, employees, agents or advisers as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
None of the Company, the Banks nor their respective Affiliates, nor any of their or their respective Affiliates' directors, officers, members, employees, agents or advisers, makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in Appendix 1, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements and undertakings set out herein.
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) except as otherwise permitted by the Company and the Banks and subject to any available exemptions from applicable securities laws, it and any account with respect to which it exercises sole investment discretion, is either (i) outside the United States subscribing for the Placing Shares in an offshore transaction as defined in and in accordance with Regulation S under the Securities Act or (ii) a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act; and
(c) if it is a financial intermediary, as that term is used in POATR, that it understands the resale and transfer restrictions set out in Appendix 1 and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in Appendix 1 are set out in Appendix 2.
Bookbuild
Following the release of this Announcement, the Banks will commence a bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect following release of this Announcement. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate in the Placing. Appendix 1 gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
The Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
J.P. Morgan and Peel Hunt are acting as joint global coordinators in connection with the Placing and the Banks are acting as joint bookrunners and underwriters in connection with the Placing. The Banks have entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Banks have agreed, as agents for the Company, severally to use reasonable endeavours to procure Placees to take up the Placing Shares in such number and at such price per Ordinary Share as will be determined following completion of the Bookbuild (the "Placing Price"). The Placing has been underwritten by the Banks subject to the conditions set out in the Placing Agreement. The timing of the closing of the book, determination of the Placing Price and allocations are at the discretion of the Company and the Banks. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares (other than treasury shares which are non-voting and do not qualify for dividends) and the Retail Shares (as defined below), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after their date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. J.P. Morgan will subscribe for ordinary shares and redeemable preference shares in Landman Funding Limited (a company incorporated in Jersey with registered number 167259) ("JerseyCo"), a wholly owned subsidiary of the Company, for an amount approximately equal to the gross proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer to the Company by J.P. Morgan of the ordinary shares and redeemable preference shares in JerseyCo that will be issued to J.P. Morgan. Following such transfer, the Company will own all of the issued ordinary and redeemable preference shares of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the gross proceeds of the Placing received by J.P. Morgan.
In conjunction with the Placing, the Company intends to make an offer on the RetailBook platform of new Ordinary Shares (the "Retail Shares") at the Placing Price (the "Retail Offer"). The Retail Offer is conditional on the Placing. The Banks are acting only in connection with the Placing and are not acting for any person, including the Company, in respect of the Retail Offer.
Applications for admission
The Company will apply to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its Main Market for listed securities ("Admission"). It is expected that Admission will become effective at 8.00 a.m. (London time) on 22 September 2026 (or such later date as may be agreed between the Company and the Joint Global Coordinators (on behalf of themselves and the other Banks).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by any of the Banks. Each of the Banks and their respective Affiliates are entitled to enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing Price payable to the Banks by all Placees whose bids are successful and the number of Placing Shares. The Placing Price and the number of Placing Shares will be agreed between the Banks and the Company following completion of the Bookbuild. Any discount to the market price of the Ordinary Shares will be determined in accordance with the UKLR and applicable guidelines. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at one of the Banks. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company and the Banks or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 7:00 p.m. (London time) on 17 September 2026, being the date of this Announcement, but may be closed earlier or later, at the absolute discretion of the Banks. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees either orally or by e-mail by the relevant Bank following the close of the Bookbuild, and an electronic contract note/trade confirmation will be dispatched as soon as possible thereafter. Subject to paragraph 8 below, the relevant Bank's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bank and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the Placing Price on the terms and conditions set out in Appendix 1.
6. Subject to paragraphs 2 and 3 above, the Banks will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstanding paragraphs 2 and 3 above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Banks.
7. The allocation of Placing Shares to Placees located in the United States shall be conditional on the receipt, compliance and/or execution (as may be applicable) by each Placee of or with an investor representation letter (each an "Investor Representation Letter") in the form provided to it by one of the Banks or its Affiliates.
8. A bid in the Bookbuild will be made on the terms and subject to the conditions in Appendix 1 and will be legally binding on the Placee on behalf of which it is made and, except with the relevant Bank's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Such Placees' obligations will be owed to the relevant Bank.
9. Except as required by law or regulation, no press release or other announcement will be made by any of the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
11. All obligations under the Bookbuild and the Placing will be subject to satisfaction, fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks, the Company or any of their respective Affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Banks, nor the Company, nor any of their respective Affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks, their respective Affiliates and the Company may agree or determine.
Limitations applicable to Peter Kelly Concert Party Group
No Placing Shares or Retail Shares (each as defined below) shall be allotted or issued to the Peter Kelly Concert Party Group, and the Peter Kelly Concert Party Group shall not subscribe for any allotment or issue of Placing Shares or Retail Shares, in each case to the extent that such allotment or issue would, after taking into account the other Placing Shares and Retail Shares being allotted and issued at or around the same time, result in (i) any member of the Peter Kelly Concert Party Group, individually, being interested in shares carrying 30% or more of the voting rights of the Company; or (ii) the Peter Kelly Concert Party Group, in aggregate, being interested in shares carrying a higher percentage of the voting rights of the Company than the percentage of voting rights in which they were interested immediately prior to the Equity Issue.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Banks' obligations under the Placing Agreement are conditional on certain conditions, including (without limitation):
(a) the Option Agreement and the Subscription and Transfer Agreement each having been duly executed and delivered by the Company and JerseyCo, each remaining in full force and effect and not having been amended without the written consent of the Joint Global Coordinators (on behalf of themselves and the other Banks) or terminated, and there having occurred no default or breach by the Company or JerseyCo of its or their terms, in each case prior to Admission and which in the opinion of the Joint Global Coordinators (acting together and in good faith on behalf of themselves and the other Banks) material in the context of the Placing or Admission;
(b) the publication by the Company of the Placing Results Announcement;
(c) delivery of certain documents;
(d) the Company allotting, subject only to Admission, the Placing Shares;
(e) Admission occurring not later than 8:00 a.m. (London time) on the Closing Date;
(f) the execution of the Acquisition Agreement by the parties thereto and the Acquisition Agreement remaining in full force and effect and not having lapsed or terminated, or rescinded, in each case prior to Admission;
(g) there having been no breach, alteration, revision or amendment of or to any of the terms or conditions of the Acquisition Agreement (or any document entered into pursuant to or in connection with the Acquisition Agreement) or waiver, variation, compromise, breach, failure to perform or release of any obligation under the Acquisition Agreement nor the grant of any time for performance or other indulgence to any party under the Acquisition Agreement, in each case prior to Admission and which in the opinion of the Joint Global Coordinators (acting together and in good faith on behalf of themselves and the other Banks) is material in the context of the Placing or Admission;
(h) other than the Press Announcements, no supplementary announcement being required to be published in connection with the Placing prior to Admission other than would not, in the good faith opinion of the Joint Global Coordinators (acting together and in good faith on behalf of themselves and the other Banks), be expected to be material and adverse to the Placing;
(i) the Company having complied with all its obligations and having satisfied all conditions to be satisfied by it under, as applicable, the Placing Agreement or the terms and conditions of the Placing, in each case which fall to be performed or satisfied on or prior to Admission save for any breaches or unsatisfied conditions which in the opinion of the Joint Global Coordinators (acting together and in good faith on behalf of themselves and the other Banks) are not (singly or in aggregate) material in the context of the Placing or Admission; and
(j) the warranties given by the Company pursuant to the Placing Agreement being true, accurate and not misleading on and as of certain dates and times set out in the Placing Agreement.
If: (i) any of the conditions contained in the Placing Agreement, including (without limitation) those described above, are not fulfilled or (where applicable) waived by the Joint Global Coordinators (acting together and in good faith, for themselves and on behalf of the other Banks) by the relevant time or date specified (or such later time or date as the Company and the Banks may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, 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 Joint Global Coordinators may, at their absolute discretion extend the time for satisfaction of any condition or (acting jointly) waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (to the extent that the Joint Global Coordinators are capable of waiving such condition). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Company, the Banks nor any of their respective Affiliates, nor any of their or their respective Affiliates' directors, officers, employees, agents or advisers shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Joint Global Coordinators (acting together and in good faith, for themselves and on behalf of the other Banks) may, in their absolute discretion, and after prior consultation with the Company (to the extent reasonably practicable in the circumstances), by notice in writing given to the Company, terminate the Placing Agreement in certain circumstances, including, inter alia, if:
(a) there has been a breach by the Company of any of the warranties contained in or given pursuant to the Placing Agreement or any of the warranties is not or has ceased to be, true, accurate and not misleading;
(b) there has been a breach by the Company of any of the undertakings or covenants contained in or given pursuant to the Placing Agreement in each case which, in the good faith opinion of the Joint Global Coordinators (acting together and on behalf of themselves and the other Banks), is material in the context of the Placing and/or Admission;
(c) it shall come to the notice of any of the Banks that any statement contained in any placing document (or any amendment or supplement thereto) is or has become untrue, inaccurate or misleading, or any matter has arisen, which would, if the placing document were to be issued at that time, constitute an omission from the placing documents, or any of them (or any amendment or supplement to any of them), in each case which, in the good faith opinion of the Joint Global Coordinators (acting together and on behalf of themselves and the other Banks), is material in the context of the Placing and/or Admission;
(d) in the opinion of the Joint Global Coordinators (acting jointly and in good faith on behalf of themselves and the other Banks), there shall have been a Material Adverse Change, whether or not foreseeable at the date of this Agreement;
(e) if:
(i) there has occurred any material adverse change in the financial markets in the United States, the United Kingdom, any member state of the EEA or the international financial markets, any outbreak of hostilities or escalation thereof, any act of terrorism or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, exchange rates or exchange controls; or
(ii) trading in any securities of the Company or any other member of the Group has been suspended or limited by the London Stock Exchange on any exchange or over-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ System or the London Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of such exchanges or by such system or by order of the SEC, the Financial Industry Regulatory Authority, the FCA or any governmental or self-regulatory authority in the United States, the UK or any member state or associate member of the European Union, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, the United Kingdom, or any member state of the EEA; or
(iii) a banking moratorium has been declared by the authorities of any of the United States, the United Kingdom, Jersey, any member state of the EEA or the State of New York; or
(iv) there has occurred an adverse change or a prospective adverse change since the date of this Agreement in United Kingdom, United States or Jersey taxation affecting the Ordinary Shares or the transfer thereof or exchange controls have been imposed by the United Kingdom, the United States, Jersey or any member state of the EEA,
in each case, the effect of which would make it in the opinion of any of the Joint Global Coordinators (acting jointly and in good faith on behalf of themselves and the other Banks), impracticable or inadvisable to proceed with the Placing or to enforce contracts for the subscription of the Placing Shares; or
(f) the application of the Company for Admission is withdrawn or refused by the London Stock Exchange.
By participating in the Placing, Placees agree that the exercise by the Joint Global Coordinators of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Global Coordinators or for agreement between the Company and the Joint Global Coordinators (as the case may be) and that neither the Company nor the Joint Global Coordinators need make any reference to, or undertake any consultation with, Placees and that neither they nor any of their respective Affiliates, agents, directors, officers or employees shall have any liability to Placees whatsoever in connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the electronic contract note/trade confirmation (referred to in paragraph 5 above under "Participation in, and principal terms of, the Placing") to be provided to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Banks or their respective Affiliates or any other person and none of the Banks nor the Company, nor any of their respective Affiliates 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in making an offer to participate in the Placing.
Lock-up
The Company has undertaken to the Banks that, between the date of the Placing Agreement and 180 calendar days after Admission (inclusive), it will not, without the prior written consent of the Joint Global Coordinators (acting on behalf of the Banks) (such consent not to be unreasonably withheld or delayed), directly or indirectly: (i) issue, allot, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares; (ii) enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such swap or transaction described in (i) or (ii) above is to be settled by delivery of the Ordinary Shares or such other securities, in cash or otherwise; or (iii) make any announcement or other publication of the intention to do any of the foregoing or make any filing with respect thereto. The foregoing undertaking shall not apply to: (a) any action carried out in accordance with the Placing Agreement, the Option Agreement or the Subscription and Transfer Agreement; (b) the Retail Offer and any PDMR Subscription; and (c) the issue of any Ordinary Shares or options or the grant of any right to acquire Ordinary Shares pursuant to any employees' share schemes that exist at the date of the Placing Agreement and which are disclosed in the Accounts.
By participating in the Placing, Placees agree that the exercise by the Joint Global Coordinators of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Global Coordinators and that they need not make any reference to, or consult with, Placees and that they and the Company shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BYZDVK82, US83407B1008) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent an electronic contract note/trade confirmation in accordance with the standing arrangements in place with the relevant Bank stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to that Bank and settlement instructions. It is expected that such electronic contract note/trade confirmation will be despatched on or around 18 September 2026 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Bank.
Placees should match and settle against the CREST ID provided to them by the relevant Bank that the relevant Placee is settling with. 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.
The Company will deliver the Placing Shares to a CREST account operated by J.P. Morgan (pending transfer or legal title to the Placees through CREST) and J.P. Morgan will enter its delivery (DEL) instruction into the CREST system. J.P. Morgan will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement of the Placing will take place on 22 September 2026 on a T+2 basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at a rate of two (2) percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the Banks 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 Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. If a Placee fails to make payment for Placing Shares allocated to that Placee, the Banks may assign their rights and powers under Appendix 1 against such defaulting Placee to a third party without notice to the relevant Placee. The foregoing is without prejudice to any cause of action the Banks may have against a defaulting Placee. If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the electronic contract note/trade confirmation is 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 to as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither of the Banks nor the Company shall be responsible for the payment thereof.
Use of proceeds
The Company intends to use the net proceeds raised pursuant to the Placing and the Retail Offer to part-fund the Acquisition. In the event that the Acquisition does not complete, the Directors would consider, in light of circumstances at the time, the appropriate use of the net proceeds raised pursuant to the Placing and the Retail Offer, including the extent to which they should be retained for general purposes or used in relation to other capital investments or acquisition opportunities as well as the appropriate extent to which the funds would be returned to the Company's shareholders.
Representations and warranties
By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Banks (in their capacity as placing agents in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
1. it has read and understood this Announcement, including Appendix 1, in its entirety and that its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under POATR and it has not received and will not receive a prospectus, admission document or other offering document in connection with Admission, the Bookbuild, the Company, the Placing or the Placing Shares;
3. that the Ordinary Shares are admitted to trading on the London Stock Exchange's main market for listed securities and that the Company is therefore required to publish certain business and financial information in accordance with the UK MAR, UKLR, the DTRs and the rules and practices of the London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;
4. that none of the Banks, nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested any of the Banks, the Company, or any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;
5. unless otherwise specifically agreed with the Banks, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in, into or within those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
6. that the content of this Announcement is exclusively the responsibility of the Company and that none of the Banks nor any of their respective Affiliates nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any other Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Banks or the Company and none of the Banks or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and that none of the Banks or any of their respective Affiliates have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof;
7. that it has not relied on any information relating to the Company contained in any research reports prepared by the Banks, any of their respective Affiliates or any person acting on the Banks' or any of their respective Affiliates' behalf and understands that: (i) none of the Banks or any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Banks or any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of the Banks or any of their respective Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
9. that it acknowledges that no action has been or will be taken by the Company, the Banks or any person acting on behalf of the Company, the Banks that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
10. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Banks, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
11. that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
12. that it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Banks have not received such satisfactory evidence, the Banks may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Banks will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
13. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Banks and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
14. if in a member state of the EEA and except as disclosed in this Announcement under "Details of the Placing", that it is a "Qualified Investor" within the meaning of Article 2(e) of the Prospectus Regulation;
15. if in the United Kingdom, that it is a "Qualified Investor" within the meaning of paragraph 15 of schedule 1 to the POATR who (i) has professional experience in matters relating to investments and 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) of the Order;
16. if in Australia, it is: (i) a person who is 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 of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect, and it will not offer to sell the Placing Shares to any person in Australia within 12 months of the issue of the Placing Shares unless disclosure to that person is not required under Part 6D.2 of the Corporations Act, and the issue of the Placing Shares to it does not require a prospectus under the Corporations Act;
17. if in Australia, it understands, and each account it represents has been advised that, this Announcement including the Appendices issued by the Company in connection with the Placing or any regulatory announcement that may be issued by the Company: (i) does not and is not required to contain all the information which would be required under the Corporations Act to be included in a prospectus under the Corporations Act; (ii) has not been lodged with the Australian Securities and Investments Commission; (iii) does not constitute financial product advice or legal, business or tax advice in relation to the Placing and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence it in making a decision to participate in the Placing; (iv) has been prepared without taking into account the investment objectives, financial situation or needs of any person and therefore before making any investment decision in relation to the Placing it should consider if it wants to seek professional advice; and no cooling-off regime applies to the Placing Shares offered pursuant to this Announcement or any accompanying documentation;
18. if in Canada, (i) it understands that the offering of the Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec (the "Canadian Private Placement Provinces") on a basis exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada; (ii) it is resident in one of the Canadian Private Placement Provinces; (iii) it is purchasing the Placing Shares as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (iv) it is not an individual; (v) it is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario), as applicable; (vi) it is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations; (vi) it has not received any offering memorandum (as such term is defined under Canadian securities law) from any party in respect of the Placing or the Placing Shares; (vii) it understands that any resale of the Placing Shares acquired by it in the Placing must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority and that these resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada; (viii) it acknowledges that it is hereby notified that the Banks (or their Affiliates) are relying on the exemption set out in section 3A.3 of National Instrument 33-105 - Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document, if applicable; (ix) no person has made any written or oral representations to such Placee (A) that any person will resell or repurchase the Instruments, (B) that any person will refund the purchase price of the Placing Shares, or (C) as to the future price or value of the Placing Shares; and (x) it is the Placee's express wish that all documents evidencing or relating in any way to the sale of the securities be drafted in the English language only. C'est votre volonté expresse que tous les documents faisant foi ou se rapportant de quelque manière à la vente des valeurs mobilières soient rédigés uniquement en anglais;
19. if in the Republic of South Africa, that it is a South African Qualifying Investor who falls within one of the categories set out in Sections 96(1)(a) or (b) of the South African Companies Act, and it acknowledges that: (i) the Placing is not an "offer to the public" as contemplated in the South African Companies Act; (ii) this Announcement and the information contained herein does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement" in relation to an "offer to the public", as contemplated by the South African Companies Act and the South African Companies Regulations of 2011 (the "Companies Regulations"); and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission in respect of the Placing;
20. that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof), directly or indirectly, whether in whole or in part, in or into any Restricted Territory or any other jurisdiction in which such distribution, forwarding, transfer or transmission would be unlawful;
21. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
22. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
23. if it is acting as a financial intermediary, as that term is used in POATR, that the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, other than an offer or resale in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale;
24. that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the EEA, except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public any member state in the EEA within the meaning of Article 2(d) of the EU Prospectus Regulation;
25. that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of POATR;
26. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
27. that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
28. if it has received any inside information (as that terms is defined in UK MAR) about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by UK MAR, prior to the information being made publicly available;
29. that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Banks, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
30. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Banks may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
31. that it acknowledges and confirms that if it fails to make payment for Placing Shares allocated to it, the Banks may assign their rights and powers under Appendix 1 against such defaulting Placee to a third party without notice to the relevant Placee;
32. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Banks or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
33. that none of the Banks nor any of their respective Affiliates nor any person acting on their behalf, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Banks and that the Banks do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of either of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
34. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Banks nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Banks, the Company and any of their respective Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of J.P. Morgan who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
35. that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreements, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Banks or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
36. that each of the Banks, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each of the Banks on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Banks and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
37. that it will indemnify on an after-tax basis and hold each of the Banks, the Company and their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in Appendix 1 and further agrees that the provisions of Appendix 1 shall survive after completion of the Placing;
38. acknowledges that it irrevocably appoints any director of the Banks as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
39. that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the electronic contract note/trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placing;
40. that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Banks, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk; and (vi) it will not look to the Company, the Banks, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
41. that it acknowledges and agrees that none of the Banks nor the Company owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
42. understands and agrees that it may not rely on any investigation that the Banks or any person acting on its behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and the Banks have not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Banks for the purposes of this Placing;
43. that it acknowledges and agrees that it will not hold either of the Banks nor any of their respective Affiliates nor any person acting on their behalf responsible or liable for any misstatements in, or omissions from, any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that none of the Banks or any person acting on behalf of the Banks 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;
44. that in connection with the Placing, each of the Banks and any of their respective Affiliates may take up a portion of the shares in the Company and in that capacity may retain, purchase or sell for its or their own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks and any of their respective Affiliates acting in such capacity. In addition, certain of the Banks or any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which such Banks or any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Banks or any of their respective Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
45. that it acknowledges that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States or any other Restricted Territory, or in any country or jurisdiction where any action for that purpose is required;
46. the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, so long as the Placing Shares are "restricted securities", it will not deposit the Placing Shares into any unrestricted depositary receipt facility maintained by any depositary bank in respect of the Company's shares. It will not reoffer, sell, pledge or otherwise transfer the Placing Shares except: (i) in an offshore transaction in accordance with Regulation S under the Securities Act; (ii) in the United States to persons who are QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in compliance with all applicable securities laws of the United States or any State or other jurisdiction of the United States or (iii) pursuant to an effective registration statement under the Securities Act and that, in each such case, such offer, sale, pledge or transfer will be made in accordance with any applicable securities laws of any state of the United States;
47. that the Placing Shares are being offered and sold by or on behalf of the Company in offshore transactions (as defined in Regulation S under the Securities Act) and to certain persons who are QIBs pursuant to an exemption from, or transaction not subject to, the registration requirements under the Securities Act. It and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either: (i) outside the United States and subscribing for the Placing Shares in an offshore transaction as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a person who is a QIB which has agreed to be bound to the terms of the Investor Representation Letter in the form provided to it by one of the Banks or its Affiliates. In addition, with respect to (ii) above, it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a person who is a QIB, it is subscribing for the Placing Shares for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
48. that it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or any form of directed selling efforts (as defined in Regulation S); and
49. that each of the Banks and their respective Affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its Affiliates for which they would have received customary fees and commissions and that each of the Banks and their respective Affiliates may provide such services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Banks (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that none of the Banks or the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents or nominees, direct from the Company for the Placing Shares in question. None of the Company or the Banks will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. None of the Banks nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Banks, the Company and their respective Affiliates harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that either of the Banks or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Banks are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the Banks, any money held in an account with either of the Banks on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules, as a consequence, this money will not be segregated from the Banks' money in accordance with the client money rules and will be used by the Banks in the course of its own business, and the Placee will rank only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to amendment. Any of the Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, the Placee may be asked to disclose in writing or orally to the Banks the jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
|
Accounts |
means the (i) consolidated financial statements of the Company as of and for the year ended 31 July 2025; and (ii) consolidated financial statements of the Company as of and for the six months ended 31 January 2026; |
|
Acquisition |
has the meaning given to it in the main body of this Announcement; |
|
Acquisition Agreement |
means the agreement dated on or about the date of the Placing Agreement between the Company and certain funds managed or advised by H.I.G in connection with the Acquisition; |
|
Acquisition and Trading Update Announcement |
means the press announcement in the agreed form to be published on the date of this Agreement by the Company giving details, inter alia, of the Acquisition as well as a trading update; |
|
Admission |
means the admission of the Placing Shares to trading on the London Stock Exchange's main market becoming effective in accordance with the Admission and Disclosure Standards; |
|
Admission and Disclosure Standards |
means the Admission and Disclosure Standards of the London Stock Exchange, as amended from time to time |
|
Affiliate |
has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings; |
|
Announcement |
means this announcement (including its Appendices); |
|
Banks |
means J.P. Morgan, Peel Hunt and BNP PARIBAS; |
|
Bookbuild |
means the bookbuilding process to be commenced by the Banks to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
|
Business Day |
means a day (excluding Saturdays and Sundays) on which banks are generally open for normal banking business in the City of London; |
|
Corporations Act |
means the Corporations Act 2001 (Cth) of Australia; |
|
Closing Date |
means the day on which the Placing will be settled; |
|
Company |
means Softcat plc; |
|
CREST |
means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; |
|
DTRs |
means the disclosure guidance and transparency rules of the FCA and forming part of the FCA Handbook, as amended from time to time; |
|
EEA |
means the European Economic Area; |
|
EEA Qualified Investor |
means qualified investors as defined in Article 2(e) of the EU Prospectus Regulation; |
|
Euroclear |
means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales; |
|
EU Prospectus Regulation |
means Regulation (EU) 2017/1129; |
|
Exchange Information |
means the business and financial information the Company is required to publish in accordance with UK MAR, UKLR, the DTRs and the rules and practices of the London Stock Exchange and/or the FCA; |
|
FCA |
means the UK Financial Conduct Authority; |
|
FSMA |
means the Financial Services and Markets Act 2000 (as amended, including any regulations made pursuant thereto); |
|
Group |
means the Company and its subsidiary undertakings; |
|
Investment Company Act |
means the United States Investment Company Act of 1940, as amended; |
|
Investor Representation Letter |
has the meaning given to it in paragraph 7 of Appendix 1 to this Announcement; |
|
JerseyCo |
means Landman Funding Limited; |
|
Joint Global Coordinators |
means J.P. Morgan and Peel Hunt; |
|
J.P. Morgan |
means J.P. Morgan Securities plc; |
|
London Stock Exchange |
means London Stock Exchange plc; |
|
Material Adverse Change |
means any material adverse effect or change in, or any development reasonably likely to result in a material adverse change in or affecting the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, solvency, credit rating or prospects, of the Group taken as a whole, whether or not arising in the ordinary course of business; |
|
Ordinary Shares |
means the ordinary shares of £0.0005 each in the capital of the Company; |
|
Option Agreement |
means the option agreement entered into between the Company, JerseyCo and J.P. Morgan on or about the date hereof; |
|
PDMR Subscription |
has the meaning given to it in the main body of this Announcement; |
|
Peel Hunt |
means Peel Hunt LLP; |
|
Peter Kelly Concert Party Group |
has the meaning given to it in the main body of this Announcement; |
|
Placee |
means any person procured by any of the Banks, on the terms and subject to the conditions of the Placing Agreement, to subscribe for the Placing Shares pursuant to the Placing; |
|
Placing |
has the meaning given to it in the main body of this Announcement; |
|
Placing Agreement |
has the meaning given to it in Appendix I to this Announcement; |
|
Placing Price |
means the price per Ordinary Share at which the Placing Shares are placed; |
|
Placing Proceeds |
means the product of the number of Placing Shares and the Placing Price; |
|
Placing Results Announcement
|
means the press announcement to be published by the Company giving details, inter alia, of the Placing Price, the number of Placing Shares and the Placing Proceeds; |
|
Placing Shares |
has the meaning given to it in the main body of this Announcement; |
|
POATR |
means the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105); |
|
PRA or Prudential Regulation Authority |
means the UK Prudential Regulation Authority; |
|
Presentation Materials |
means the investor presentation together with any updates or supplements thereto prepared by the Company and used or to be used by it in meetings with, or otherwise made available to, institutional and/or strategic investors in connection with the Placing and/or the Acquisition; |
|
Press Announcements |
means this Announcement, the Acquisition and Trading Update Announcement, the Placing Results Announcement, and any other announcement relating to the Placing, the Retail Offer, the Acquisition and/or Admission, the issue of which is authorised by the Company; |
|
|
|
|
QIB |
means a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act; |
|
Regulation S |
means Regulation S promulgated under the Securities Act; |
|
Regulatory Information Service |
means a primary information provider that has been approved by the FCA to disseminate regulated information; |
|
Relevant Persons |
means 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: (i) if in a member state of the EEA, persons who are "Qualified Investors" within the meaning of article 2(e) of Regulation (EU) 2017/1129, as amended; (ii) if in the United Kingdom, persons who are "Qualified Investors" within the meaning of paragraph 15 of schedule 1 to POATR who are: (a) persons who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) persons who fall within article 49(2)(a) to (d) of the Order; (iii) if in Australia, persons who are: (a) "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 (b) a "wholesale client" for the purposes of section 761g of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect; (iv) if in the Republic of South Africa, a South African Qualifying Investor; or (v) persons to whom this Announcement may otherwise be lawfully communicated; |
|
Restricted Territory |
means the United States, Australia, Canada, Japan or the Republic of South Africa; |
|
Securities Act |
means the United States Securities Act of 1933, as amended; |
|
South African Companies Act |
means the South African Companies Act 71 of 2008, as amended; |
|
South African Qualifying Investor |
means (i) persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act or (ii) selected persons, acting as principal, acquiring New Ordinary Shares for a total acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act; |
|
Subscription and Transfer Agreement |
means the subscription and transfer agreement entered into between the Company, JerseyCo and J.P. Morgan on or about the date hereof; |
|
subsidiary |
has the meaning given to that term in the Companies Act 2006; |
|
subsidiary undertaking |
has the meaning given to that term in the Companies Act 2006; |
|
Terms and Conditions |
means the terms and conditions of the Placing set out in Appendix I to this Announcement; |
|
transfer taxes |
means stamp duty or stamp duty reserve tax or any other similar duties or taxes; |
|
uncertificated or in uncertificated form |
means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; |
|
UKLR |
means the UK Listing Rules sourcebook made by the FCA under Part VI of FSMA and forming part of the FCA Handbook, as from time to time amended; |
|
UK MAR |
means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, in the form retained in the English law and as amended from time to time; |
|
United Kingdom or UK |
means the United Kingdom of Great Britain and Northern Ireland. |
|
|
|
Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.
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