Proposed Equity Issue
Summary by AI BETAClose X
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 August 2026
TRITAX BIG BOX REIT PLC
Proposed equity issue to unlock the next wave of data centre growth and returns
Tritax Big Box REIT plc (the "Company" and, together with its subsidiaries, the "Group") today announces its intention to raise approximately £350 million of gross proceeds (the "Equity Issue") to unlock the next wave of data centre growth and returns having secured 235MW of additional grid connection agreements, nearly doubling the Group's pipeline of secured power to 507MW.
The Equity Issue is to comprise the issue of new ordinary shares of £0.01 each ("New Ordinary Shares") in the capital of the Company through:
· a non-pre-emptive placing to 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
· a subscription by all the directors and certain of the PDMRs of the Company, pursuant to which they intend to subscribe for approximately £1.3 million in aggregate, of New Ordinary Shares, in each case at the Placing Price (the "Subscription Shares") (the "Subscription").
The Placing will be conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following release of this Announcement. Jefferies International Limited ("Jefferies") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), are acting as Joint Global Coordinators (the "Joint Global Coordinators") and Banco Santander, S.A. ("Santander") is acting as Joint Bookrunner in connection with the Placing (together with the Joint Global Coordinators, the "Joint Bookrunners"). Akur Limited ("Akur") is acting as Financial Adviser to the Company. Jefferies and J.P. Morgan Cazenove 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.
Trot Holdings Limited, which holds approximately 8.6% of the existing ordinary share capital of the Company, intends to subscribe for up to approximately £30 million worth of Placing Shares (being its approximate pro rata share of the Placing); Trot Holdings Limited has furthermore provided an irrevocable undertaking to vote in favour of the Resolution to be proposed at the General Meeting (as defined later in this Announcement). Trot Holdings Limited has also signalled its comfort with being scaled back in final allocations if it helps provide prospective new and existing high-quality investors access to New Ordinary Shares, and leaves final allocation decisions at the discretion of the Board.
A separate announcement will be made, shortly, regarding the Retail Offer and its associated terms.
Colin Godfrey, CEO, commented:
"We are excited to announce today the securing of 235MW of additional grid connection agreements, nearly doubling the Group's pipeline of secured power to 507MW, capable of enabling two new data centre schemes in the Greater London Availability Zone deliverable between 2030-2031. These new schemes have the potential to add £50-60 million of incremental rent1 at an attractive 9-11% yield on cost and £300-400 million of capital profits in aggregate, reflecting a development profit on cost of over 50%. With such an acute shortage of power in the Greater London Availability Zones, we expect to see significant occupational interest in these schemes. Today's Equity Issue provides the early stage and longer-term funding to unlock our enlarged data centre development pipeline while enhancing financial flexibility to pursue additional logistics acquisition and development opportunities. Investment of the net proceeds of the Equity Issue is expected to be materially accretive to both EPRA earnings and NTA per share in the medium term and gives us the confidence to increase our Adjusted EPS growth ambition to approximately 65% by 2030/312, from approximately 50% by 20303."
Background to and reasons for the Equity Issue
· The UK data centre market is set for continued growth amidst secular tailwinds and undersupply
o The global data centre market is experiencing a period of unprecedented growth, catalysed by the rapid expansion of cloud computing, large-scale digital transformation, and increasing compute intensity (including AI workloads).
o Within the UK, demand for high-specification data centre assets continues to significantly outpace supply, particularly in London.
o The UK data centre sector benefits from strong demand drivers, with completed data centres providing high-quality and growing income streams complementary to the Company's logistics development and investment assets.
· The Company has successfully progressed its "power-first" data centre approach
o Since launching its "power-first" approach in 2025, the Company has made significant progress by securing power capacity, land and its first planning consent ahead of development.
o Through key partnerships with energy generators and providers, combined with the expertise of the Manager, the Group has access to a current total opportunity of over 1GW of potential power capacity, providing a critical differentiator in a power constrained market.
o In July 2026 planning consent was received for the development of a 107MW facility at Manor Farm, the Company's 74-acre site in the Slough Availability Zone, one of Europe's most strategically important and supply-constrained data centre markets.
o In June 2026 the Company entered into a development management agreement ("DMA") to deliver a 125MW data centre scheme at Chelmsford, Essex.
o Combined, the Manor Farm and Chelmsford schemes target £57-59 million of rental and power infrastructure income and £285-350 million of capital profits.
Use of Proceeds
· The Equity Issue unlocks a data centre development pipeline with exceptional risk-adjusted returns
o The Manager has now secured a further 235MW of additional grid connection agreements, nearly doubling the Group's pipeline of secured power to 507MW, capable of enabling two new data centre schemes in the Greater London Availability Zone deliverable between 2030-2031.
o The Company intends to use the net proceeds of the Equity Issue ("Net Proceeds") to provide the early stage and longer-term funding to unlock its enlarged pipeline of data centre development opportunities.
o The Net Proceeds will also be used to enhance financial flexibility to pursue additional logistics acquisition and development opportunities and, with the UKCM disposal programme in its final stage, adopt a highly targeted approach to medium term capital recycling.
Expected benefits and financial impacts
· Delivering best in class, compounding shareholder returns whilst maintaining balance sheet strength
o Investment of the Net Proceeds in the Company's growing portfolio of data centre developments is expected to be materially accretive to both EPRA earnings and NTA per share in the medium term.
o The two new schemes target £50-60 million of rental income1 and £300-400 million of capital profits in aggregate, reflecting a 9-11% yield on cost supported by development profit on cost of >50%.
o Taken together with Manor Farm and Chelmsford, the Company's enlarged data centre development pipeline of 507MW targets £107-119 million of rental income and £585-750 million of capital profits.
o The Net Proceeds will enhance the Company's Adjusted earnings per share growth ambition to increase by approximately 65% by 2030/312, from approximately 50% by 20303, supporting its ongoing, progressive dividend policy.
o The Company remains committed to maintaining its through the cycle LTV below 35% and its capital recycling discipline.
The Company today separately announced its unaudited results for the six months ended 30 June 2026 (the "HY26 Results"). The HY26 Results were released via a Regulatory Information Service and are available on the Company's website at https://www.tritaxbigbox.co.uk/investors/.
Details of the Equity Issue
Given the prevailing share price of 171.9p (as at the close of trading on 4 August 2026), it is anticipated that the price at which the New Ordinary Shares will be placed (the "Placing Price") will be below the NTA per share of 185.9p as at 30 June 2026. In accordance with UKLR 11.4.18(1)R and the authorities to issue New Ordinary Shares for cash on a non-pre-emptive basis obtained at the Company's last annual general meeting held on 7 May 2026, the Company is required to seek shareholder approval to issue the New Ordinary Shares for cash on a non-pre-emptive basis at a discount to the prevailing net asset value at the time of issue. Accordingly, a resolution to that effect will be put to shareholders (the "Resolution") at a general meeting of the Company (the "General Meeting") and the Equity Issue is therefore, conditional upon, inter alia, the passing of the Resolution at the General Meeting expected to convene on or around 24 August 2026.
The Equity Issue has been structured to minimise execution and market risk through conducting the Bookbuild for the Placing. Prior to the launch of the Equity Issue, the Company consulted with a number of its institutional shareholders to gauge their feedback as to the proposed terms of the Equity Issue, confirm their support for the Resolution and establish their potential participation in the Placing. The Company intends to respect the principles of pre-emption through the allocation process, 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 as a whole 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 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 Equity Issue. The Retail Offer is not made subject to the terms and conditions set out in the Appendix 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.
In addition to the Placing and the Retail Offer, all the directors and certain of the PDMRs of the Company have agreed, conditional on the Placing, to subscribe for the Subscription Shares at the Placing Price representing approximately £1.3 million in aggregate. The Subscription Shares will be subscribed for pursuant to subscription letters entered into between the relevant individuals (or their nominees) and the Company, rather than pursuant to the Terms and Conditions of the Placing.
The Placing Shares, the Retail Offer Shares and the Subscription Shares, in aggregate, are not expected to exceed 10% of the current issued share capital of the Company.
The Company has undertaken that, between the date of the Placing Agreement and 90 days after the date of Admission, it will not, directly or indirectly, issue or allot ordinary shares, subject to customary exceptions or waiver by the Joint Global Coordinators.
The Joint Bookrunners and Akur have today entered into an agreement with the Company and the Manager (the "Placing Agreement") under which, subject to the conditions set out therein, the Joint Bookrunners as agents for and on behalf of the Company have agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares. The Placing is subject to the terms and conditions set out in the Appendix 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 the Subscription.
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 Appendix) 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 the Appendix to this Announcement.
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 New Ordinary Shares will rank pari passu with the existing ordinary shares (save for any dividends or other distributions declared, made or paid on the ordinary shares by reference to a record date prior to the allotment of the New Ordinary Shares). The New Ordinary Shares issued pursuant to the Equity Issue will carry the right to receive the quarterly dividend in respect of the period from 1 July 2026 to 30 September 2026 (2 pence per ordinary share expected); they will not carry the right to receive the quarterly dividend in respect of the period from 1 April 2026 to 30
June 2026 (2 pence per ordinary share declared today).
Distribution of shareholder circular
The Company intends to publish and send a circular to shareholders in due course (the "Circular"), which will contain the notice convening the General Meeting expected on or around 24 August 2026 and proposing the Resolution. The Circular will also be available on the Company's website https://www.tritaxbigbox.co.uk/investors/shareholder-information/.
Admission
Application will be made for the admission of the New Ordinary Shares to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). Admission is expected to become effective at 8.00 a.m. (BST) on or around 26 August 2026.
The New Ordinary Shares will trade under ISIN GB00BG49KP99.
Notes: 1 Data centre rent only. Excludes an additional 10-15% of power infrastructure-related rental income; 2 65% growth potential by FY30 / 31, with the baseline reference being the FY24 Adjusted EPS of 7.9p. In the period we have amended the definition of the Adjusted Earnings (excluding additional DMA Income) key performance indicator. Previously this was defined as 'Adjusted Earnings (excluding additional DMA Income)' and this would have been inclusive of up to £4 million of DMA Income. This has been revised to 'Adjusted Earnings (excluding DMA Income)', which now removes all DMA Income recognised in the period. The prior period has been restated as a consequence. This should not be considered a profit forecast but an ambition. It assumes no material deterioration in macroeconomic conditions, including inflation, interest rates and GDP growth; sustained structural demand in key markets; investment markets remain open and ability to dispose of assets at or near book values. Excludes additional DMA income or portfolio value movements; 3 50% growth potential by the end of 2030, with the baseline reference being the FY24 Adjusted earnings of £182.4 million.
FOR FURTHER INFORMATION, PLEASE CONTACT:
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Tritax Big Box REIT Colin Godfrey (CEO) Frankie Whitehead (CFO) Ian Brown (Head of Corporate Strategy & IR) |
+44 (0) 20 8051 5060 |
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Jefferies (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker) Stuart Klein Massimo Saletti Aditi Venkatram
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+44 (0) 20 7029 8000
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J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker) James A. Kelly Paul Pulze Jessica Murray
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+44 (0) 20 7742 4000 |
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Akur Limited (Financial Adviser) Anthony Richardson Siobhan Sergeant
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+44 (0) 20 7493 3631
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Kekst CNC (Communications Adviser) Guy Bates Lucy Besser |
+44 (0) 7581 056 415 +44 (0) 7779 873 440 |
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Important notices
This Announcement contains inside information and is issued on behalf of the Company by Hana Beard.
This Announcement is for information purposes only and is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities in any jurisdiction.
The distribution of this Announcement, and the offering, placing and / or issue of the New Ordinary Shares, may be restricted or prohibited by law in certain jurisdictions, and accordingly it is the responsibility of any person into whose possession this Announcement comes to inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Company, the Manager, the Joint Bookrunners, the Financial Adviser or any of their respective affiliates or agents accepts liability to any person in relation thereto. No action has been taken by the Company, the Manager, the Joint Bookrunners, the Financial Adviser or any their respective affiliates or agents which would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary 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.
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Prospective investors should take note that, unless the Company has consented to such acquisition in writing, the New Ordinary Shares may not be acquired by investors using assets of (i) (A) an "employee benefit plan" as defined in the US Employee Retirement Income Security Act of 1974, as amended ("ERISA") and that is subject to Part 4 of Subtitle B of Title I of ERISA, (B) a "plan" as defined in and subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"), including an individual requirement account or other arrangement that is subject to Section 4975 of the Code or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code (each of the foregoing, a "Benefit Plan Investor"), or (ii) (A) a governmental, church, non-US or other employee benefit plan that is not a Benefit Plan Investor which is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code if the purchase, holding or disposition of the shares will result in a violation of applicable law and/or constitute a non-exempt prohibited transaction under Section 503 of the Code or any substantially similar law.
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The contents of the Announcement have not been examined or approved by the Financial Conduct Authority ("FCA") or London Stock Exchange plc, nor is it intended that the Announcement will be so examined or approved. The information and opinions contained in the Announcement are subject to updating, completion, revision, further verification and amendment in any way without liability or notice to any person and none of the Company, the Manager, the Joint Bookrunners, the Financial Adviser or their respective affiliates undertake any obligation to provide recipients with access to any additional information, to update any information or to correct any inaccuracies which may become apparent in the Announcement, other than any requirements that the Company may have under applicable law. The contents of this Announcement have not been independently verified and accordingly, no reliance may be placed for any purpose whatsoever on the information or opinions contained or expressed in the Announcement or on the completeness, accuracy or fairness of such information and opinions. No undertaking, representation or warranty or other assurance, express or implied, is made or given as to the accuracy, completeness or fairness of the information or opinions contained or expressed in the Announcement and, save in the case of fraud, no responsibility or liability is accepted by any person for any loss, cost or damage suffered or incurred as a result of the reliance on such information or opinions. In addition, no duty of care or otherwise is owed by any such person to recipients of the Announcement or any other person in relation to the Announcement, and the Manager, the Joint Bookrunners and the Financial Adviser, and their respective affiliates, accordingly disclaim all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which they might otherwise have in respect of the Announcement.
Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) 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 who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, in the EEA, Qualified Investors, and in the UK, Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
Marketing of the New Ordinary Shares for the purposes of the Directive 2011/61/EU, as amended, (the "AIFM Directive") will only take place in an EEA member state if the Company is appropriately registered or has otherwise complied with the requirements under the AIFM Directive (as implemented in the relevant EEA Member State) necessary for such marketing to take place. The Manager and/or a third party on its behalf mentioned herein may only market the New Ordinary Shares in the following EEA Member States: Belgium, Finland, Germany Ireland, Luxembourg, Netherlands and Sweden. New Ordinary Shares may only be sold on the basis of reverse solicitation outside these EEA Member States.
Certain statements contained in this Announcement constitute "forward-looking statements". All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance shall not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities shall not be taken as a representation that such trends or activities will continue in the future. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward looking statements. Accordingly, undue reliance should not be placed on forward-looking statements, which speak only as of the date hereof. The Company, the Manager, the Joint Bookrunners and the Financial Adviser, and each of their respective affiliates, each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation. In particular, no statement in this Announcement is intended to be a profit forecast. All projections, estimations, forecasts, budgets, targets, ambitions or similar expressions in this Announcement are illustrative exercises involving significant elements of judgement and analysis and using the assumptions described herein, which assumptions, judgements and analyses may or may not prove to be correct. The actual outcome may be materially affected by changes in economic and/or other circumstances. The price and value of securities and any income derived from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in the Appendix to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix to this Announcement.
Jefferies International Limited ("Jefferies") is authorised and regulated in the United Kingdom by the FCA. Jefferies is acting exclusively as joint global coordinator and joint bookrunner for the Company and will not regard any other person as its client 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 its 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.
J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. J.P. Morgan Cazenove is acting exclusively as joint global coordinator and joint bookrunner for the Company and will not regard any other person as its client 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 its 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.
Banco Santander, S.A. ("Santander") is authorised by the Bank of Spain and subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and the FCA. Santander is acting exclusively as a joint bookrunner for the Company and will not regard any other person as its client 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 its 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.
Akur Limited ("Akur") is authorised and regulated in the United Kingdom by the FCA. Akur is acting exclusively as financial adviser for the Company and will not regard any other person as its client 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 its 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.
In connection with the Placing, each of the Joint Bookrunners and any of their affiliates, acting as investors for their own account, may take up a portion of the Placing Shares 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, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps and contracts for differences) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners 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. In addition, in the event that the Joint Bookrunners acquire Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Joint Bookrunners do not propose to make any public disclosure in relation to such transactions.
In the ordinary course of their various business activities, the Joint Bookrunners and their respective affiliates may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in the Company and its affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
None of the Company, the Manager, the Joint Bookrunners, the Financial Adviser or any of their respective affiliates, is making any representation to any offeree, subscriber or purchaser of the Placing Shares regarding the legality of an investment in the Placing Shares by such offeree, subscriber or purchaser under the laws applicable to such offeree, subscriber or purchaser.
Certain figures in this Announcement have been subject to rounding adjustments (including being rounded up to the nearest one or two decimal places, as appropriate).
Information for distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook 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
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 APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); OR (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 (THE "POATR") ("UK QUALIFIED INVESTORS"), WHO ARE ALSO (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" 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, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN MEMBERS STATES OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED KINGDOM 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 IN MEMBER STATES OF THE EEA, ONLY TO QUALIFIED INVESTORS, OR IN THE UNITED KINGDOM, ONLY TO RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES 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, 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. 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 (AS DEFINED BELOW) OR ELSEWHERE.
THE MANAGER IS AUTHORISED FOR THE MANAGEMENT OF THE COMPANY AND MARKETING OF THE PLACING SHARES IN THE UNITED KINGDOM AND IS SUPERVISED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA"). IN ACCORDANCE WITH ARTICLE 42 OF DIRECTIVE 2011/61/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 8 JUNE 2011 ON ALTERNATIVE INVESTMENT FUND MANAGERS, AS IMPLEMENTED INTO THE NATIONAL LAW OF THE RELEVANT EEA MEMBER STATES ("AIFMD"), THE MANAGER HAS SUBMITTED NOTIFICATIONS AND, WHERE APPLICABLE, RECEIVED APPROVAL FROM THE NATIONAL COMPETENT AUTHORITY TO MARKET PLACING SHARES TO PROFESSIONAL INVESTORS IN BELGIUM, FINLAND, GERMANY, IRELAND, LUXEMBOURG, NETHERLANDS AND SWEDEN, AND ALSO IN THE UNITED KINGDOM. PURSUANT TO THE ALTERNATIVE INVESTMENT FUND MANAGERS REGULATIONS 2013 (NO. 1173/2013) AND THE INVESTMENT FUNDS SOURCEBOOK OF THE FCA (THE "UK AIFMD RULES"), THE MANAGER HAS BEEN DULY NOTIFIED BY THE FCA THAT THE RELEVANT MARKETING NOTIFICATIONS HAVE BEEN MADE BY THE FCA TO THE RELEVANT COMPETENT AUTHORITIES IN THOSE JURISDICTIONS. IN THE EEA, PLACING SHARES MAY ONLY BE SOLD ON THE BASIS OF REVERSE SOLICITATION OUTSIDE THE EEA MEMBER STATES SET OUT ABOVE.
EACH PERSON WHO IS INVITED TO AND WHO CHOOSES TO PARTICIPATE IN THE PLACING (A "PLACEE") SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in elsewhere in this Announcement.
All offers of the Placing Shares will be made pursuant to an exemption under the POATR and the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook ("PRM") and the Prospectus Regulation (as applicable) from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or disapproved by the U.S. 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. This Announcement has not been approved by any competent regulatory or supervisory authority.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful (each, a "Restricted Territory") or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.
Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given, will be deemed to have read and understood this Announcement including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:
a) if it is in a member state of the EEA, it is a Qualified Investor, and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
b) if it is in the United Kingdom, it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
c) 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 ("Regulation S") or (ii) a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act ("Rule 144A") which has executed and delivered to the Company and the Joint Bookrunners a US investor letter substantially in the form provided to it;
d) unless separately agreed with the Company in writing (which agreement shall specifically designate the amount of such assets), it is not and each account for which it is acting is not (and neither it nor any such account will be deemed for purposes of ERISA, or the Code, to be) and, for so long as it holds or any account for which it is acting holds the Placing Shares will not be (or be deemed for such purposes to be) (i) a Benefit Plan Investor, or (ii) (A) a governmental, church, non-US or other employee benefit plan that is not a Benefit Plan Investor which is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code if the purchase, holding or disposition of the shares will result in a violation of applicable law and/or constitute a non-exempt prohibited transaction under Section 503 of the Code or any substantially similar law;
e) if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation or Regulation 7(4) of the POATR (as applicable), that it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to UK Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.
The relevant clearances 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, Manitoba, 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 Joint Bookrunners 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 or, 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.
No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia or to, or for the account or benefit of any national, resident or citizen of Australia.
In South Africa, each Placee represents, warrants and acknowledges that:
a) this Announcement and the related Placing is only for distribution to persons falling within the exemptions set out in section 96(1)(a) or (b) of the South African Companies Act, No. 71 of 2008 ("South African Companies Act") and to whom this Placing will be specifically addressed ("South African Qualifying Investor");
b) this Announcement and the related Placing does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for shares to the public as defined in the South African Companies Act and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the South African Companies Act;
c) should any person who is not a South African Qualifying Investor receive this Announcement and the related Placing, they should not and will not be entitled to acquire any shares or otherwise act thereon;
d) this Announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act and accordingly, this Announcement does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Act Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority; and
e) the information contained in this Announcement in respect of the Placing constitutes factual information as contemplated in section 1(3)(a) of the Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended ("FAIS") and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS, and, furthermore, the information contained in this Placing should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction 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.
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 (including this Appendix), in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, 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, acknowledgements and undertakings set out herein.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
Details of the Placing Agreement and of the Placing Shares
Jefferies International Limited ("Jefferies") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") are acting as joint global coordinators in connection with the Placing (the "Joint Global Coordinators"). The Joint Global Coordinators and Banco Santander, S.A. ("Santander") are acting as joint bookrunners in connection with the Placing (the "Joint Bookrunners"). Akur Limited ("Akur") is acting as the Company's financial adviser in connection with the Placing (the "Financial Adviser").
The Joint Bookrunners and Financial Adviser have entered an agreement with the Company and the Manager (the "Placing Agreement") under which, subject to the conditions set out therein, the Joint Bookrunners will agree to use their respective reasonable endeavours to procure Placees for the Placing Shares at a price determined following completion of the Bookbuild and as set out in the Placing Agreement.
The price per ordinary share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of the placing terms by the Company and the Joint Bookrunners (the "Placing Terms"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Joint Bookrunners. The allocation of the Placing Shares shall be agreed between the Company and the Joint Bookrunners. 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 any treasury shares, which are non-voting and do not qualify for dividends), 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. The Placing Shares will carry the right to receive the quarterly dividend in respect of the period from 1 July 2026 to 30 September 2026 (2 pence per ordinary share expected); they will not carry the right to receive the quarterly dividend in respect of the period from 1 April 2026 to 30 June 2026 (2 pence per ordinary share declared today). The Placing Shares will be issued free of any encumbrances, liens or other security interests.
Application for admission to trading
The Placing Shares will be admitted trading on the London Stock Exchange's Main Market for listed securities ("Admission"). Admission is expected to become effective at 8.00 a.m. (BST) on or around 26 August 2026 or such later date as the Joint Global Coordinators and the Company may agree, being no later than 9 September 2026.
Bookbuild
Following this Announcement, the Joint Bookrunners will commence an accelerated 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. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The Joint Global Coordinators 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. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Distribution of Circular
The Company intends to publish and send a circular to shareholders in due course (the "Circular"), which will contain the notice convening the General Meeting and proposing the Resolution. The Circular will also be available on the Company's website.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
2. Akur is acting as financial adviser in relation to the Placing.
3. The Bookbuild, if successful, will establish the Placing Price payable to the Joint Bookrunners by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild.
4. To participate in the Bookbuild, Placees should communicate their bid by telephone and/or in writing to their usual sales contact at one of the Joint Bookrunners. 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 Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 7 below. Each of the Joint Bookrunners reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Company's and the Joint Bookrunners' absolute discretion.
5. The Bookbuild is expected to close no later than 6:30 p.m. (London time) on 5 August 2026 but may be closed earlier or later, at the discretion of the Joint Global Coordinators and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
6. Each Placee's allocation will be agreed between the Joint Bookrunners and the Company and will be confirmed to Placees orally and/or in writing by the relevant Joint Bookrunner following the close of the Bookbuild. Subject to paragraph 9 below, the relevant Joint Bookrunner's oral or written 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 Joint Bookrunner and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.
7. Subject to paragraphs 3 and 4 above, the Joint Bookrunners 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 the Company may determine. The Joint Bookrunners may also, notwithstanding paragraphs 3 and 4 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 Joint Bookrunners subject to agreement with the Company. If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which case all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee Joint Bookrunner or CREST account from which they were originally debited.
8. The allocation of Placing Shares to Placees (i) located in the United States; (ii) located in Canada; or (iii) who are Benefit Plan Investors, or (iv) who are a governmental, church, non-US or other employee benefit plan that is not a Benefit Plan Investor which is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code if the purchase, holding or disposition of the shares will result in a violation of applicable law and/or constitute a non-exempt prohibited transaction under Section 503 of the Code or any substantially similar law, shall be conditional on the execution by each relevant Placee of an Investor Representation Letter in the form provided to it by one of the Joint Bookrunners or its affiliates.
9. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Bookrunner'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 Joint Bookrunner, to pay it (or as it may direct), as agent of the Company, in cleared funds, immediately on the settlement date in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for. The Company shall, conditional on the UK Admission, allot such Placing Shares to each Placee following each Placee's payment to the relevant Joint Bookrunner of such amount.
10. Except as required by law or regulation, no press release or other announcement will be made by any of the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.
14. To the fullest extent permissible by law, none of the Joint Bookrunners, the Financial Adviser, the Manager, the Company nor any of their respective affiliates nor any person acting on their behalf 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 Joint Bookrunners, nor the Financial Adviser, nor the Manager, nor the Company, nor any of their respective affiliates nor any person acting on their behalf shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners, their respective affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on certain conditions, including (without limitation):
a) agreement being reached between the Company and the Joint Bookrunners on the number of Placing Shares to be issued pursuant to the Placing and the Placing Price;
b) Admission occurring not later than 8.00 a.m. on 26 August 2026, or such later date as may be agreed in advance and in writing between the Company and the Joint Global Coordinators;
c) the publication by the Company of the results of the Placing via a Regulatory Information Service;
d) the publication by the Company of the Circular through a Regulatory Information Service;
e) the Resolution being duly passed at the General Meeting;
f) the Company allotting and issuing, subject only to approval by the Company's shareholders of the Resolution at the General Meeting and Admission and in accordance with this Agreement, the Placing Shares to the Placees;
g) the Company and the Manager complying with their respective obligations under the Placing Agreement which, in the opinion of either Joint Global Coordinator (acting in good faith) are material in the context of the Placing and/or Admission, to the extent that the same fall to be performed prior to Admission; and
h) each of the warranties on the part of the Company and the Manager in the Placing Agreement being true and accurate in all respects which, in the good faith opinion of the Joint Global Coordinators, are material and not misleading at all times before Admission, by reference to the facts and circumstances subsisting.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where permitted, waived or extended in writing by the Joint Global Coordinators by the relevant time or date specified (or such later time or date as the Company and the Joint Global Coordinators may agree)) or have become incapable of fulfilment on or before the date or time specified for the fulfilment thereof; 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, in their absolute discretion, waive certain conditions contained in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Joint Global Coordinators 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 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 Joint Global Coordinators.
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.
Lock-up
The Company has agreed with the Joint Bookrunners and Financial Adviser that it will not at any time between the date of the Placing Agreement and 90 calendar days after the date of Admission, without the prior written consent of the Joint Global Coordinators (such consent not to be unreasonably withheld): (i) issue, allot, lend, mortgage, assign, charge, offer, pledge, sell, contract to sell or issue, grant 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 such shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to the ordinary shares or any interest in such shares or file any registration statement under the Securities Act or file or publish any prospectus with respect to any of the foregoing (whether any such transaction is to be settled by delivery of such other securities, in cash or otherwise) or announce an intention to do any of the foregoing; or (ii) enter into any swap or other agreement or transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or other shares in the capital of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of ordinary shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not apply to the issue and offer by or on behalf of the Company of (i) the Placing Shares pursuant to the Placing, or (ii) the issue of ordinary shares to the Manager pursuant to the terms of the investment management agreement between the Manager and the Company dated 2 July 2014 and as amended and restated from time to time, or (iii) the Subscription Shares pursuant to the Subscription, or (iv) the Retail Offer Shares pursuant to the Retail Offer.
Right to terminate under the Placing Agreement
At any time on or before Admission, the Joint Global Coordinators, in their absolute discretion, are entitled to terminate the Placing Agreement by giving notice in writing to Santander, the Financial Adviser, the Company and the Manager if, amongst other things, (i) any matter or circumstance arises as a result of which the Joint Global Coordinators expect that any of the conditions contained in the Placing Agreement will not be satisfied or waived (if capable of waiver) by the Joint Global Coordinators and continues not to be satisfied at Admission; or (ii) in the opinion of either Joint Global Coordinators acting in good faith the Company's and the Manager's respective representations and warranties are not true and accurate or have become misleading by reference to the facts subsisting from time to time; or (iii) in the good faith opinion of the Joint Global Coordinators, there has been a material adverse change affecting the condition (financial, operational, legal or otherwise), in the earnings, management, business affairs, general affairs, solvency, credit rating or business prospects of the Group as a whole and/or the Manager, whether or not arising in the ordinary course of the business, since the date of the Placing Agreement; or (iv) the occurrence of a force majeure or market disruption event as specified in the Placing Agreement.
Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise or non-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 Company or the relevant 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 consultation with, Placees and that neither they nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its behalf 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) or submitted to the London Stock Exchange in relation to the Placing and no such prospectus is required (in accordance with the POATR and PRM) to be published in the United Kingdom or any equivalent document in any jurisdiction.
Placees' commitments will be made solely on the basis of their own assessment of the Company and 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 trade confirmation or contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously and simultaneously published by the Company by notification to a Regulatory Information Service or otherwise filed by the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, the Manager, the Financial Adviser, the Joint Bookrunners, any of their respective affiliates or any other person and none of the Company, the Manager, the Financial Adviser, the Joint Bookrunners or any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BG49KP99.) 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 Joint Bookrunners 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 and the holding of the General Meeting, each Placee to be 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 Joint Bookrunner stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to that Joint Bookrunner and settlement instructions. It is expected that such electronic contract note/trade confirmation will be despatched on or around 24 August 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 Joint Bookrunner.
Placees should match and settle against the CREST ID provided to them by the relevant Joint Bookrunner 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.
It is expected that settlement will be on 26 August 2026 on a T+2 basis in accordance with the instructions given to the Joint Bookrunners, where T will be the date of the General Meeting, being 24 August 2026.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the 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 or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, execution, or documentary or other similar imposts, duties or taxes), together with any interest, fines and penalties relating thereto ("Transfer Taxes") which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject 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 Transfer Taxes are 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 the Joint Bookrunners nor the Company shall be responsible for the payment thereof.
Representations and warranties and further terms
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 and for itself and for any such prospective Placee) with the Joint Bookrunners (in their respective capacities as global coordinators and joint bookrunners and as placing agents of the Company in respect of the Placing and to the extent to which they are underwriters of the Placing Shares) 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 this Appendix, in its entirety and that its participation in the Bookbuild and Placing and 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 the Prospectus Regulation or the POATR or the PRM and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares or otherwise;
3. if it has received any inside information 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;
4. that (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the New Ordinary Shares are admitted to trading on the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with UK MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively, and together with the information referred to as the basis for the assessment in (i) above, 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 without undue difficulty; and (iii) it has had access to such Exchange Information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has relied on that investigation for the purposes of its decision to participate in the Placing;
5. that none of the Joint Bookrunners, the Manager, the Financial Adviser, 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 Joint Bookrunners, the Manager, the Financial Adviser, 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;
6. unless otherwise specifically agreed with the Joint Bookrunners, that it is not, and at the time the Placing Shares are subscribed for, 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 or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
7. unless separately agreed with the Company in writing (which agreement shall specifically designate the amount of such assets), it is not and each account for which it is acting is not (and neither it nor any such account will be deemed for purposes of ERISA, or the Code, to be) and, for so long as it holds or any account for which it is acting holds the Placing Shares will not be (or be deemed for such purposes to be) (i) a Benefit Plan Investor, or (ii) (A) a governmental, church, non-US or other employee benefit plan that is not a Benefit Plan Investor which is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code if the purchase, holding or disposition of the shares will result in a violation of applicable law and/or constitute a non-exempt prohibited transaction under Section 503 of the Code or any substantially similar law;
8. it understands that (i) under United States tax laws, the New Ordinary Shares may be considered an equity interest in a passive foreign investment company ("PFIC") (within the meaning of Section 1297(a) of the Code) in any taxable year, (ii) neither the Company, nor Joint Bookrunners, the Financial Adviser, the Manager or any of their respective affiliates or any person acting on their behalf intend to assess whether the New Ordinary Shares constitute equity interests in a PFIC in any taxable year or to provide such information as may be required for us to make a "qualified electing fund" election with respect to the Shares, and (iii) it further understands and acknowledges that it may be subject to adverse U.S. federal income tax consequences as a result of the Company's PFIC status, and it agrees that it will seek its own independent specialist advice with respect to the U.S. tax consequences of its interest in the New Ordinary Shares;
9. that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners, the Financial Adviser, the Manager or any of their respective affiliates or 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 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 Joint Bookrunners, the Financial Adviser, the Manager or the Company and none of the Joint Bookrunners 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 of the business, financial or other position of the Company in deciding to participate in the Placing and that none of the Joint Bookrunners, the Financial Adviser, the Manager or any of their affiliates have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
10. that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners, any of its affiliates or any person acting on the Joint Bookrunners or any of its affiliates' behalf and understands that (i) none of the Joint Bookrunners or any of their respective affiliates nor any person acting on its behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners or any of their respective affiliates nor any person acting on its 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 document or otherwise; and that (iii) none of the Joint Bookrunners 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;
11. 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 subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
12. that no action has been or will be taken by the Company, the Manager, the Financial Adviser, the Joint Bookrunners or any person acting on behalf of the Company, the Manager, the Financial Adviser or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
13. 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 Joint Bookrunners, the Financial Adviser, the Manager, 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;
14. 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;
15. 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 Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
16. 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 Joint Bookrunners 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;
17. if in a Member State of the EEA, that it is a Qualified Investor;
18. if in the United Kingdom, that it is a UK Qualified Investor: (i) who falls within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d) of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
19. if in the United Kingdom, unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the Conduct of Business Sourcebook of the FCA ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
20. that it has not distributed, forwarded, transferred or otherwise transmitted, and 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(including electronic copies thereof), in or into the United States;
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. if it is acting as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation or Regulation 7(4) of the POATR (as applicable), that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;
23. that it has not offered or sold and, prior to the expiry of a period of 180 days 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 in breach of Regulation 12 of the POATR;
24. that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
25. that any offer of Placing Shares may only be directed at persons in the United Kingdom who are Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom in breach of Regulation 12 of the 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 domiciled or having a registered office in an EEA state, it is either a state which has not implemented the AIFMD or is one of the following: Ireland, Luxembourg, Netherlands, Belgium, Finland, Germany, Sweden and, in the case of Ireland, Luxembourg or Netherlands it is a professional investor (as that term is defined in the AIFMD);
29. if it is resident in Canada:
a. 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 and as such, any resale of the Placing Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws;
b. it is resident in one of the Canadian Private Placement Provinces;
c. 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;
d. it is not an individual;
e. it is an "accredited investor" as such term is defined in section 1.1 of NI 45-106 or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario), as applicable;
f. it is a "permitted client" as such term is defined in section 1.1 of NI 31-103;
g. 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;
h. it understand 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;
i. it acknowledges that it is hereby notified that the Joint Bookrunners (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;
j. no person has made any written or oral representations to such Placee (i) that any person will resell or repurchase the Instruments, (ii) that any person will refund the purchase price of the Placing Shares, or (iii) as to the future price or value of the Placing Shares; and
k. it is our 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;
30. if in Australia, that it is (i) a "sophisticated investor" within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act, and (ii) a "wholesale client" as defined in section 761G(7) of the Corporations Act, and the issue of the Placing Shares to it does not require a prospectus or other form of disclosure document under the Corporations Act and no Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act;
31. if in South Africa, that (i) it is a South African Qualifying Investor; (ii) this Announcement and the related Placing does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for shares to the public as defined in the South African Companies Act; (iii) this Announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act; (iv) the information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of FAIS, and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS; (v) the information contained in this Announcement is not and has not been construed as an express or implied recommendation, guidance or proposal that any particular transaction is appropriate to its particular investment objectives, financial situations or its needs as a prospective investor; and (vi) this Announcement does not constitute, and is not to be construed as constituting, the canvassing for, or marketing or advertising of, financial services in South Africa;
32. that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to subscribe for 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 Joint Bookrunners, any of their 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;
33. 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 Joint Bookrunners 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 Transfer Taxes 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;
34. 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 subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
35. that none of the Joint Bookrunners 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 Joint Bookrunners and that the Joint Bookrunners 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 any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
36. 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 the Joint Bookrunners, the Financial Adviser, the Manager 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 Joint Bookrunners, 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 Cazenove who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
37. that time is of the essence as regards its obligations pursuant to these terms and conditions;
38. that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it subjects (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Joint Bookrunners, the Financial Adviser, the Manager 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;
39. that each of the Joint Bookrunners, the Financial Adviser, the Manager, 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 Joint Bookrunners and the Financial Adviser on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Joint Bookrunners, the Financial Adviser, the Manager 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. It agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company, the Manager, the Joint Bookrunners and the Financial Adviser;
40. that it will indemnify on an after-tax basis and hold each of the Joint Bookrunners, the Manager, 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 this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
41. that it irrevocably appoints any director or authorised signatory of the Joint Bookrunners 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;
42. that if it is a pension fund or investment company, it represents, warrants and undertakes that its subscription for Placing Shares is in full compliance with applicable laws and regulations;
43. that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note or trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners conduct of the Placing;
44. that in making any decision to subscribe for 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 this 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 Joint Bookrunners, (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, and (v) it will not look to the Company, the Joint Bookrunners, 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;
45. that none of the Joint Bookrunners, the Financial Adviser, the Manager or 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 or these terms and conditions;
46. that it may not rely on any investigation that the Joint Bookrunners 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 Joint Bookrunners 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 subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Joint Bookrunners for the purposes of this Placing;
47. that it will not hold any of the Joint Bookrunners or any of their respective affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that none of the Joint Bookrunners or any person acting on behalf of the Joint Bookrunners makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
48. that in connection with the Placing, the Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Joint Bookrunners 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;
49. that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunner(s). Each of the Joint Bookrunners reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion and will, inter alia, take account of the Company's objectives, UK MiFIR and MiFID II requirements and/or its allocation policies;
50. that (i) the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and are not being offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with all applicable state securities laws; and (ii) 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 any Restricted Territory, or in any country or jurisdiction where any action for that purpose is required;
51. that 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) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S; or (ii) to another QIB in compliance with Rule 144A; or (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 or any other available exemption from the registration requirements of the Securities Act, subject to its delivery to the Company (upon request) of an opinion of counsel (and of such other evidence that the Company may reasonably require) that such transfer or sale is in compliance with the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States; it understands that no representation has been made as to the availability of Rule 144 or any other exemption under the Securities Act or any state securities laws for the offer, resale, pledge or transfer of the securities;
52. that the Placing Shares are being offered and sold by or on behalf of the Company in offshore transactions (as defined in Regulation S) and to certain persons reasonably believed to be QIBs in reliance upon Rule 144A or another 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 or (ii) a QIB which has executed and delivered to the Company and the Joint Bookrunners a US investor letter substantially in the form provided to it. 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 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; and
53. 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).
The foregoing acknowledgements, agreements, undertakings, representations, warranties, covenants and confirmations are given for the benefit of the Company as well as each of the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf), the Financial Adviser and the Manager, and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that none of the Joint Bookrunners, the Financial Adviser, the Manager 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 or these terms and conditions.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. None of the Company, the Manager, the Financial Adviser or the Joint Bookrunners or any of their respective affiliates nor any person acting on its behalf will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
The agreement referred to above 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 subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Joint Bookrunners, the Financial Adviser, the Manager, the Company nor any of their respective affiliates nor any person acting on their behalf will be liable to bear any Transfer Taxes that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the subscription by Placees for Placing Shares) or (ii) on a sale of Placing Shares, or (iii) 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 Joint Bookrunners, the Financial Adviser, the Manager and/or the Company and their respective affiliates (as the case may be) and their respective affiliates and any person acting on its or their behalf 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 should seek its own advice as to whether any of the above tax liabilities arise and notify the Joint Bookrunners accordingly.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that any of the Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners, any money held in an account with any of the Joint Bookrunners 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 relevant the Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners, the Financial Adviser, the Manager 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.
Any document that is to be sent to any Placee in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners.
Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners: (a) if he or she is an individual, his or her nationality; or (b) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement may be subject to amendment by the Joint Global Coordinators (in their absolute discretion). The Joint Global Coordinators shall notify the Placees and any person acting on behalf of the Placees of any changes.
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