Acquisition of Murat Ticaret and Proposed Placing
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN VOLEX PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF VOLEX PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
22 June 2023
Volex plc
("Volex", the "Company" or the "Group")
Acquisition of Murat Ticaret
Placing and retail offer to raise approximately £60 million
Volex (AIM: VLX), the specialist integrated manufacturer of critical power and data transmission products, announces that it has agreed to acquire the entire issued share capital of Murat Ticaret Kablo Sanayi A.Ş. ("Murat Ticaret"), a leading manufacturer of complex wire harnesses headquartered in Turkey for a total consideration of up to approximately €178.1 million, together with a placing and retail offer to raise gross proceeds of approximately £60 million in aggregate.
Acquisition highlights
· The acquisition of Murat Ticaret, a leading manufacturer of complex wire harnesses for the off-highway sector for a total consideration of up to approximately €178.1 million ($194.5 million1) on a cash free, debt free basis and adjusted for normalised working capital (the "Acquisition")
· The Acquisition is in line with Volex's strategy of organic growth, supplemented by value-enhancing M&A, and represents a significant step in achieving the Group's stated five-year plan, in particular, broadening the product offering and customer base, expanding the manufacturing footprint, and further diversifies the Group, creating a new, fifth end market
· Murat Ticaret is a highly profitable business with a strong financial track record. In the year ended 31 December 2022, it delivered consolidated revenue and underlying EBITDA of approximately €158 million ($172 million1) and €33 million ($37 million1) respectively. Murat Ticaret has generated EBITDA margins of approximately 20 per cent. over its last three financial years and is highly cash generative, with cash conversion averaging approximately 80 per cent. over the same period
· The consideration of up to approximately €178.1 million will be satisfied through:
o €136.5 million in initial cash consideration; and
o up to €41.6 million of deferred contingent consideration payable over two years subject to certain performance conditions
· The initial cash consideration of €136.5 million will be satisfied by the net cash proceeds from the Fundraising of approximately £58.5 million (€68.4 million2) and the remaining €68.1 million balance will be funded from existing and amended debt facilities
· The enterprise value of €178.1 million implies an acquisition multiple of 5.3x Murat Ticaret's CY2022 EBITDA
· Volex will retain a strong balance sheet post-transaction, with March 2023 pro-forma pre-IFRS 16 leverage (annualised for the Acquisition) expected to be less than 1.5x with a clear pathway to de-leveraging towards 1.0x in the medium term3
· The Acquisition is expected to complete in two to three months, subject to approval by the Turkish and Macedonian competition authorities
Compelling strategic rationale and growth opportunity from the combination
· Murat Ticaret is a highly complementary business with similar characteristics which fit the Volex model. In particular, the Acquisition:
o Delivers immediate scale in the attractive off-highway sector creating access to a new, fifth growth market:
- High single-digit growth rates anticipated in its end markets
- Diverse customer base including major global manufacturers
- Adds non-competing, complementary products to Volex's capabilities across a broad range of geographies
o Offers an attractive opportunity to develop Murat Ticaret's North American sales
- Opportunity to expand operations in an attractive, fragmented North American market, leveraging Volex's existing footprint in North America
o Drives a wide range of cross-selling opportunities
- Ability to market the full range of Volex production capabilities to the acquired customer base
o Supply chain scale and cost benefits from enhanced purchasing power
- With eight manufacturing sites across three continents, the additional scale will increase Group purchasing power within the supply chain, creating operational efficiency benefits
o Structurally improves Group underlying operating margin
- Expected to be approximately 10 per cent. in the first full year of ownership and expected to move to more than 10 per cent. over time
o Expected to be mid-teens earnings enhancing in the first full year of ownership with ROIC exceeding Group cost of capital in year one
Fundraising highlights
· Proposed placing (the "Placing") and retail offer (the "REX Retail Offer") of 21,818,181 new ordinary shares of 25 pence each in the Company ("New Ordinary Shares"), at a price of 275 pence per share (the "Offer Price") to raise gross proceeds of approximately £60 million (the "Fundraising")
· The New Ordinary Shares represent approximately 13.7 per cent. of the Company's existing issued share capital as at the date of this Announcement
· The Offer Price represents a discount of approximately 3.8 per cent. to the closing mid-market price of 286 pence per share on 21 June 2023, being the last practicable date prior to the release of this Announcement. The net proceeds of the Fundraising will be used to part-fund the Acquisition
· Certain Directors of the Company have indicated their intention to subscribe for 5,461,088 New Ordinary Shares amounting to approximately £15 million at the Offer Price
· The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will commence immediately following this Announcement in accordance with the terms and conditions set out in the Appendix. HSBC Bank plc ("HSBC") and Peel Hunt LLP ("Peel Hunt") are acting as joint global co-ordinators and joint bookrunners (the "Joint Global Co-ordinators") with respect to the Placing
· A separate announcement will be made shortly regarding the REX Retail Offer and its terms
· The Fundraising is not conditional upon completion of the Acquisition. In the unlikely event that the Acquisition does not complete, the Board's current intention is to invest the net proceeds of the Fundraising for general corporate purposes, and, where possible, financing other acquisition opportunities that fulfil the Company's strategic objectives
· Application has been made to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective, and that dealings will commence at 8.00 a.m. on 26 June 2023
· The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with Volex's existing ordinary shares and will rank pari passu for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares
Nat Rothschild, Executive Chairman of Volex, said:
"We're extremely excited to announce the acquisition of Murat Ticaret, which we believe is an exceptional fit with Volex, and is expected to be highly earnings accretive. Murat Ticaret is a very complementary business, as a high mix, low volume manufacturer, with a strong customer base, and many characteristics which fit well with our business model.
"Over a period of three years, we have been able to get to know the business and management team well, all of whom will transfer to Volex, and we look forward to welcoming our new colleagues to the Group later this year.
"We believe this transaction is truly transformational for Volex, further diversifying our end market and customer exposure by adding a new, fifth growth end market, broadening our product and knowledge offering, whilst structurally improving the profitability of the Group."
Footnote
1. EUR/USD FX of 1.092 as of 21 June 2023
2. GBP/EUR FX of 1.169 as of 21 June 2023
3. Leverage is calculated excluding the impact of IFRS 16 to align with the way this is measured by the Group's lending banks
Market Abuse Regulation
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under MAR. Upon the publication of this Announcement via a regulatory information service, this inside information is now considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, the person responsible for arranging release of this Announcement on behalf of the Company is Christian Bedford, Group General Counsel and Company Secretary.
In addition, market soundings (as defined in MAR) were taken in respect of the Fundraising and the Acquisition with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement being made by the Company today. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
Terms used but not defined elsewhere in this Announcement shall have the meanings given to such terms in the Definitions section of the Appendix to this Announcement.
Enquiries:
|
Volex plc |
+44 (0) 7971 156 431 |
|
Nat Rothschild, Executive Chairman Jon Boaden, Chief Financial Officer |
Investor.relations@volex.com |
|
HSBC (Joint Global Co-Ordinator and Joint Corporate Broker) |
+44 (0) 20 7991 8888 |
|
Simon Alexander Keith Welch Joe Weaving Robert Baker |
|
|
Peel Hunt (Nominated Adviser, Joint Global Co-Ordinator and Joint Corporate Broker) |
+44 (0) 20 7418 8900 |
|
Investment Banking: Ed Allsopp / Mike Bell / Tom Ballard / Ben Harrington Syndicate: Sohail Akbar / Jock Maxwell Macdonald |
|
|
Powerscourt (Public Relations) |
|
|
James White Nicholas Johnson |
+44 (0) 7250 1446 |
Background to and reasons for the Acquisition
Volex has a clear and established strategy to grow organically, focussed on growth markets, complemented by earnings accretive acquisitions. Over the last five years, the Group has significantly improved its operational efficiency, accelerated its vertically integrated capabilities, and expanded its geographical footprint, enhanced through the acquisition of 10 high performing businesses, successfully deploying over $200 million.
In 2022, having delivered its five-year plan set out in 2019 a year early, the Company announced a new ambitious plan, to achieve Group revenues of $1.2 billion by the end of FY2027. An element of the growth plan is to generate at least $200 million of revenue from new acquisitions, in sectors which the Group has a deep understanding and knowledge, with long-term customers and proven capabilities, with the potential to enhance the Group's margin profile.
The Board believes that the acquisition of Murat Ticaret, a profitable, high margin, growth business, complements and adds to the Group's existing capabilities, broadening the product offer and customer base, providing access to new growth end market segments, and generates an attractive opportunity to further penetrate the North American market through cross-selling. The Acquisition is expected to be mid-teens earnings enhancing in the first full year of ownership, being the Company's financial year ending 31 March 2025. It is expected to structurally improve the Group's underlying operating margin to more than 10 per cent. over time. The Acquisition has a clear fit with the Group's strategy, shares many similar characteristics with Volex, and will represent a significant step in achieving its five year plan.
Murat Ticaret has a long established management team, with an aligned commercial approach and excellent customer relationships. The Directors and other key operational management will remain with the business on completion of the Acquisition.
In order to obtain the deferred contingent consideration, Murat Ticaret will need to achieve certain financial criteria, which will be assessed at the 12 and 24 month anniversaries of the completion of the Acquisition. The Directors expect these financial hurdles to be achieved and that the deferred contingent consideration will be paid. Up to €41.6 million of deferred contingent consideration is payable in respect of the financial performance in each of the two years, subject to catch up rights and the overall deferred contingent consideration cap of €41.6 million. The Company retains the option to satisfy the deferred contingent consideration entirely in cash, or up to approximately 50 per cent. in Volex ordinary shares, at its discretion.
The Board has concluded that it is appropriate to fund the initial cash consideration of the Acquisition through a combination of debt and equity, which will ensure the Company retains a strong balance sheet post-transaction, providing flexibility for further organic growth investments, and bolt-on acquisitions.
Murat Ticaret Overview
Established in 1969 and headquartered in Gebze, Turkey, Murat Ticaret is a wiring harness company operating in 3 continents and serving customers in over 26 countries. Murat Ticaret produces electrical wiring harnesses, battery cables and serves as a supplier to original equipment manufacturers in the markets of public transportation, construction, agriculture, material handling, utility vehicles, passenger cars and commercial vehicles. In addition to manufacturing services, it delivers value added services such as engineering and design. Customers include four of the five largest agricultural equipment manufacturers in the world, the largest lift truck manufacturer in Europe and the largest bus builder in Turkey.
In the year ended 31 December 2022, Murat Ticaret generated consolidated revenue and underlying EBITDA of approximately €158 million and €33 million respectively. Murat Ticaret has doubled its revenue in the last three years due to strong customer demand for agile and competitive manufacturing solutions, and delivered EBITDA margins of approximately 20 per cent. over the same period. Murat Ticaret is highly cash generative with low ongoing capex requirements.
As at 31 December 2022, Murat Ticaret had net assets of approximately €69 million.
The financial information presented in this Announcement, (in the case of revenue, underlying EBITDA, and net assets of Murat Ticaret) is derived from the third party financial due diligence report commissioned by the Company on Murat Ticaret in respect of Murat Ticaret's financial years ended 31 December 2020, 2021 and 2022. The underlying figures originate from Murat Ticaret management accounts, which have been subject to further adjustments to reflect a form consistent with the accounting policies adopted by Volex in its own annual consolidated financial statements, including, inter alia, consolidation of the global operations of the assets to be acquired and conversion into IFRS.
Murat Ticaret has made a strong start to its financial year ending 31 December 2023, with revenue growth in line with management expectations. Murat Ticaret revenues are expected to grow in line with a blended market annual growth rate of approximately 7 per cent.. Following the acquisition, Volex plans to invest in the enhancement of the sales team, support functions and business processes in the Murat Ticaret organisation. This will align the operating model with other businesses within the Group and create a platform for future scalable growth. As a consequence, underlying EBITDA margins of 15 - 16 per cent. are expected for Murat Ticaret going forwards.
The freeholds of most of Murat Ticaret's operating properties are being transferred out of Murat Ticaret's corporate group prior to completion of the Acquisition and leased back to the Group on arms-length terms. The Group has been granted a right to re-acquire the freehold of these properties at fair market value at any point during the four-year period following completion of the Acquisition. It then has a right of first refusal, at fair market value, for a further four years in the event that the Sellers decide to sell the freeholds during that additional period.
There are two further Murat Ticaret operating properties, the freeholds of which are being acquired by the Group as part of the Acquisition. On the sixth anniversary of completion of the Acquisition, the Group has the option to sell the freehold to those properties to the Sellers and enter into leaseback arrangements on arms-length terms in respect of the same. The consideration for those sales would be fair market value and such sales would give rise to additional consideration payable to the Sellers under the Acquisition Agreement - there would therefore be no net cash impact on the Group. If the Group elects to retain the freehold to those two properties at any point up to the expiry of the sixth anniversary of completion of the Acquisition, this would give rise to the payment by the Group of deferred consideration equal to the fair market value of those properties, with a corresponding cash impact on the Group.
Additional details of the Fundraising
The Company is raising approximately £60 million (before expenses) to part-fund the initial cash consideration for the Acquisition. The Fundraising comprises the Placing and the REX Retail Offer.
Certain Directors of the Group have indicated their intention to participate in the Placing, which amounts to expected gross proceeds of approximately £15 million in aggregate. The following PDMRs have indicated their intention to participate in the Placing.
|
Name |
Number of existing Ordinary Shares |
Percentage of existing issued share capital |
Number of New Ordinary Shares |
Number of Ordinary Shares on Admission |
Percentage of Enlarged Share Capital on Admission |
|
Nat Rothschild1 |
39,321,176 |
24.71% |
5,391,272 |
44,712,448 |
24.71% |
|
Jon Boaden |
15,054 |
0.01% |
9,090 |
24,144 |
0.01% |
|
Dean Moore |
15,000 |
0.01% |
3,636 |
18,636 |
0.01% |
|
Amelia Murillo |
nil |
nil |
55,272 |
55,272 |
0.03% |
|
Sir Peter Westmacott |
5,900 |
0.00% |
1,818 |
7,718 |
0.00% |
1 Nat Rothschild holds shares directly, and via NR Holdings Limited, of which he is a beneficiary.
The Company is issuing New Ordinary Shares amounting to approximately 13.7 per cent. of its existing issued ordinary share capital on a non-pre-emptive basis pursuant to the Fundraising, and members of the Board have consulted with the Company's major institutional shareholders ahead of the release of this Announcement. A cashbox structure has been chosen for the Fundraising as it minimises cost, time to completion, as well as exposure to market volatility, and provides the Sellers with greater transaction certainty. The consultation has confirmed the Board's view that the Fundraising is in the best interests of shareholders, as well as wider stakeholders in the Company. The Company also considers it important that retail shareholders have an opportunity (where it is practicable for them to do so) to participate in the Fundraising on equivalent terms and conditions to the Placing. Accordingly, the Company is offering its existing retail shareholders the opportunity to participate through the REX Retail Offer.
This Announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this Announcement and the Appendix to this Announcement (which forms part of this Announcement) which sets out the terms and conditions of the Placing should be read and understood. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in the Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.
The New Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold (i) outside of the United States in "offshore transactions" in accordance with Regulation S under the US Securities Act, and (ii) within the United States only to persons reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act pursuant to an applicable exemption from, or in transactions not subject to, the registration requirements of the Securities Act
All offers of New Ordinary Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus Regulation") (and in the UK, the UK version of that regulation) as amended from time to time from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.
Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified Investors"); (b) if in the United States, persons who are reasonably believed to be a QIB (as defined in Rule 144A under the US Securities Act); and (c) in the United Kingdom, persons who are qualified investors within the meaning of the UK version of the Prospectus Regulation and who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons in any EEA member state by persons who are not Qualified Investors or by persons in the UK who are not Relevant Persons.
The distribution of this Announcement (including the Appendix) and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, HSBC and/or Peel Hunt that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, HSBC and Peel Hunt to inform themselves about, and to observe, such restrictions.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by HSBC or Peel Hunt, or by any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by HSBC or Peel Hunt or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents. Save for any responsibilities or liabilities, if any, imposed on HSBC and/or Peel Hunt by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by HSBC or Peel Hunt or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Fundraising.
Each of Peel Hunt, which is authorised and regulated by the FCA, and HSBC, which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Company and no one else in connection with the Placing and the matters referred to herein. Neither HSBC nor Peel Hunt will regard any other person(s) (whether or not a recipient of this document) as a client in relation to the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to any transaction, matter, or arrangement referred to in this document.
Cautionary statements
This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decisions to buy New Ordinary Shares in the Fundraising must be made solely on the basis of publicly available information, which has not been independently verified by HSBC or Peel Hunt.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.
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.
Information to 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/or any equivalent requirements elsewhere to the extent determined to be applicable, 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 and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary 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 "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, each of HSBC and Peel Hunt has only procured investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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 New Ordinary Shares and determining appropriate distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
Terms and Conditions - Important Information for Placees Only Regarding the Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
ALL OFFERS OF PLACING SHARES IN THE UNITED KINGDOM WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE UK PROSPECTUS REGULATION (AS DEFINED BELOW) FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS. ALL OFFERS OF PLACING SHARES IN THE EUROPEAN ECONOMIC AREA ("EEA") WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS REGULATION (AS DEFINED BELOW) FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS.
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO: (A) IF IN THE UNITED KINGDOM, ARE PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS SUPPLEMENTED BY COMMISSION DELEGATED REGULATION (EU) 2019/980 AND COMMISSION DELEGATED REGULATION (EU) 2019/979 (THE "EU PROSPECTUS REGULATION") AS AMENDED AND TRANSPOSED INTO THE LAWS OF THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") AND WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (B) IF IN A MEMBER STATE OF THE EEA, PERSONS WHO ARE "QUALIFIED INVESTORS" (AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION, INCLUDING ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
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 WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN LIMITED EXCEPTIONS, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the Placing Shares, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT AND THIS APPENDIX DO NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE JOINT GLOBAL CO-ORDINATORS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
By participating in the Placing, Placees will be deemed to have read and understood this Announcement in its entirety and to be participating in the Placing on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that:
(1) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(2) it is and, at the time the Placing Shares are acquired, will be either (a) outside the United States and acquiring the Placing Shares in an "offshore transaction" 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 who has duly executed a US investor letter in a form satisfactory to the Company and the relevant Joint Global Co-ordinator; or
(3) if it is a financial intermediary, as that term is used in Article 2(d) of the EU Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation (as applicable), that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the European Economic Area which has implemented the EU Prospectus Regulation to Qualified Investors, or in the United Kingdom to qualified investors within the meaning of the UK Prospectus Regulation, or in circumstances in which the prior consent of the Joint Global Co-ordinators has been given to each such proposed offer or resale.
The Company and each of the Joint Global Co-ordinators will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
The Placing Shares are, subject to certain exceptions (in which case the investor will be required to sign a US investor letter in a form satisfactory to the Company and the relevant Joint Global Co-ordinator), being offered and sold outside the United States in accordance with Regulation S under the Securities Act in an offshore transaction (as such term is defined in Regulation S under the Securities Act).
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance, the New Zealand Financial Markets Authority or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
The distribution of this Announcement and the Placing or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Global Co-ordinators or any of their affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Global Co-ordinators to inform themselves about and to observe any such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
Bookbuild
Following this Announcement, the Joint Global Co-ordinators will commence the Bookbuild to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect and will close at the discretion of the Company and the Joint Global Co-ordinators. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Agreement and the Placing Shares
The Joint Global Co-ordinators have today entered into the Placing Agreement (the "Placing Agreement") under which, subject to the terms and conditions set out therein, each of the Joint Global Co-ordinators has agreed to use reasonable endeavours to procure subscribers for the Placing Shares and, to the extent that any Placee defaults in paying the Offer Price (as defined below) in respect of any of the Placing Shares allocated to it, each of the Joint Global Co-ordinators has agreed, severally and not jointly or jointly and severally, to subscribe for such Placing Shares at the Offer Price.
The price per Placing Share is 275 pence per Placing Share (the "Offer Price"). The final number of Placing Shares will be decided at the close of the Bookbuild following the execution of the terms of sale by the Company and the Joint Global Co-ordinators (the "Terms of Sale"). The timing of the closing of the book and allocations are at the discretion of the Company and the Joint Global Co-ordinators. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects, including, inter alia, Admission occurring not later than 8.00 a.m. (London time) on 26 June 2023 (or such later date as may be agreed between the Company and the Joint Global Co-ordinators), the execution of the Terms of Sale and the warranties in the Placing Agreement not being, in the opinion of either of the Joint Global Co-ordinators, untrue or inaccurate or misleading when made nor becoming untrue or inaccurate in any respect or misleading by reference to the facts and circumstances existing at the time.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of Admission.
The Placing Agreement is subject to customary conditions and termination rights. The issue of the Placing Shares is to be effected by way of a cash box placing. In accordance with the Placing Agreement and a subscription and transfer agreement entered into between the Company, a Jersey-incorporated subsidiary of the Company ("Newco") and Peel Hunt, the Company will allot and issue the Placing Shares on a non-pre-emptive basis to Peel Hunt, as bare nominee for the Placees (pending transfer of legal title to the Placees through CREST) and/or to the Placees themselves, as Peel Hunt shall direct, in consideration for the transfer to the Company by Peel Hunt of certain shares which it holds in Newco. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares the Company will, conditional on Admission and following the conclusion of the Placing, own all of the issued share capital of Newco, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.
As part of the Placing, the Company has agreed with the Joint Global Co-ordinators that it will not, inter alia, issue or sell any Ordinary Shares for a period of 180 days after Admission (other than the grant of options pursuant to share option or incentive plans in the ordinary course of business, the issue of Ordinary Shares in connection with a scrip dividend scheme relating to the Company's final dividend for its financial year ended 31 March 2023 and the issue of Ordinary Shares in accordance with the terms of the agreement in respect of the Acquisition ("Acquisition Agreement"), if applicable, in each case without the prior written consent of the Joint Global Co-ordinators.
Applications for Admission
Application has been made for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place at 8.00 a.m. (London time) on 26 June 2023 (or such later date as may be agreed between the Company and the Joint Global Co-ordinators) and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Each of the Joint Global Co-ordinators are acting as joint global co-ordinator, joint bookrunner and agent of the Company in connection with the Placing. Participation in the Placing will only be available to persons who are Relevant Persons or who may lawfully be, and are, invited to participate by the Joint Global Co-ordinators.
2. The Joint Global Co-ordinators and their respective affiliates and/or their agents are each entitled to participate in the Placing as principal.
3. The Placing Shares will be issued to Placees at the Offer Price.
4. To bid in the Bookbuild, Placees should communicate their bid by telephone and in writing to their usual sales contact at the relevant Joint Global Co-ordinator. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Offer Price . Each Joint Global Co-ordinator reserves the right not to accept a bid from a potential Placee. Bids may also be scaled down by the Joint Global Co-ordinators on the basis referred to in paragraph 6 below.
5. Each prospective Placee's allocation in the Bookbuild ("Placing Participation") will be determined by the Company in consultation with the relevant Joint Global Co-ordinator and their Placing Participation will be confirmed orally and/or via written correspondence by the relevant Joint Global Co-ordinator as agent of the Company. That oral and/or written confirmation constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Offer Price on the terms and conditions set out in this Appendix and in accordance with the articles of association of the Company.
6. The Bookbuild will open with immediate effect. The timing of the closing of the Bookbuild, pricing and allocations are at the absolute discretion of the Company and the Joint Global Co-ordinators. The Joint Global Co-ordinators may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Joint Global Co-ordinators reserve the right to scale back the number of Placing Shares to be subscribed for by any Placee in the event of an oversubscription under the Placing. The Joint Global Co-ordinators also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
7. Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Joint Global Co-ordinators, each as agents of the Company, to pay in cleared funds in Sterling at the relevant time in accordance with the requirements set out below under "Registration and Settlement", an amount equal to the product of the Offer Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee, conditional upon Admission becoming effective.
8. Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the same day, on the basis explained below under "Registration and Settlement".
9. Completion of the Placing be subject to the fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". In the event that the Placing Agreement does not become unconditional in any respect or is terminated, the Placing will not proceed.
10. By participating in the Placing, each Placee will agree 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 and is not subject to any further conditions or requirements other than those set out in this Announcement or Placing Agreement.
11. To the fullest extent permissible by law, neither the Joint Global Co-ordinators nor the Company nor any of their affiliates, agents, directors, officers, consultants or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Joint Global Co-ordinators nor any of their affiliates, agents, directors, officers, consultants or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Global Co-ordinators' conduct of the Bookbuild (including the Joint Global Co-ordinators entering or not entering into the Terms of Sale) or of such alternative method of effecting the Placing as the Joint Global Co-ordinators and the Company may agree.
Conditions of the Placing
The Placing Agreement is conditional on, inter alia:
(a) each of the warranties in the Placing Agreement not being, in the opinion of either of the Joint Global Co-ordinators (acting in good faith), untrue or inaccurate in any respect or misleading when made nor becoming untrue or inaccurate in any respect or misleading by reference to the facts and circumstances existing at the time;
(b) the Acquisition Agreement having been duly executed and delivered by the parties thereto, having been performed to the extent required prior to Admission in accordance with its terms and not being varied (in any material respect), modified (in any material respect), supplemented, rescinded or terminated (in whole or in part) in the period up to Admission;
(c) the multicurrency revolving credit facility agreement made between the Company and, inter alia, HSBC UK Bank plc, Citibank, N.A., London Branch, Barclays Bank plc, Fifth Third Bank and Unicredit SpA, London Branch and HSBC Bank plc as amended and restated pursuant to an amendment and restatement deed dated 11 February 2022 (the "Facility Agreement") not being varied (in any material respect), modified (in any material respect), supplemented, rescinded or terminated (in whole or part) in the period up to Admission, save as provided for in the Accordion Option Notice (defined below);
(d) the accordion option notice related to the Facility Agreement (the "Accordion Option Notice") having been entered into by the parties thereto and not being varied (in any material respect), modified (in any material respect), supplemented, rescinded or terminated (in whole or part) in the period up to Admission;
(e) there having been no material breach by the Company or Newco of any of their obligations under the initial subscription and option agreement or the subscription and transfer agreement in respect of the Placing before Admission;
(f) in the opinion of either of the Joint Global Co-ordinators (acting in good faith), there not having occurred a material adverse change, whether or not foreseeable at the date of this Agreement;
(g) the Company having complied in all material respects with its obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;
(h) the Joint Global Co-ordinators and the Company entering into the Terms of Sale;
(i) the Company allotting, subject only to Admission, the Placing Shares; and
(j) Admission taking place not later than 8.00 a.m. (London time) on 26 June 2023 or such later date as the Company and the Joint Global Co-ordinators may otherwise agree.
If (i) any of the conditions contained in the Placing Agreement have not been fulfilled or waived by the Joint Global Co-ordinators by the applicable time or date where specified (or such later time and/or date as the Company and the Joint Global Co-ordinators may agree), (ii) any of the conditions contained in the Placing Agreement becomes incapable of being satisfied or (iii) the Placing Agreement is terminated in accordance with its terms (as summarised 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 the Placee in respect thereof.
The Joint Global Co-ordinators may, in their absolute discretion and upon such terms as they think fit, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement, other than that relating to, inter alia, Admission (to the extent permitted by law or regulations), by giving notice in writing to the Company. Any such waiver will not affect Placees' commitments as set out in this Announcement.
None of the Joint Global Co-ordinators, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally or for entering or not entering into the Terms of Sale and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Global Co-ordinators and the Company.
Termination of the Placing Agreement
The Joint Global Co-ordinators are entitled, at any time before Admission and in accordance with its terms, to terminate the Placing Agreement by giving notice to the Company if, inter alia:
(a) any of the warranties given by the Company in the Placing Agreement or any statement in this Announcement, the management presentation given by the Company in relation to the Placing or the press announcement in respect of the REX retail offer to be issued by the Company is, in the opinion of either of the Joint Global Co-ordinators (acting in good faith), untrue or inaccurate in any respect or misleading when made or has become untrue or inaccurate in any respect or misleading by reference to the facts and circumstances existing at the time;
(b) any party to the Acquisition Agreement fails to comply with its material obligations under the Acquisition Agreement that fall to be performed prior to Admission or any right arises on the part of the Company to terminate the Acquisition Agreement; or
(c) either the Company or Newco is in material breach of any of its obligations under the initial subscription and option agreement or the subscription and transfer agreement in respect of the Placing;
(d) in the opinion of either of the Joint Global Co-ordinators (acting in good faith), there not having occurred a material adverse change, whether or not foreseeable at the date of this Agreement;
(e) the Company has not complied in all material respects with any of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission); and
(f) there has been: (i) the suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange, or trading is limited or minimum prices established on any such exchange; (ii) the declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK; (iii) any change, or development involving a prospective change, in national UK, US, Turkish, European or international financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US or any EEA member state of a national emergency or war or any other calamity or crisis and whether or not foreseeable at the date of the Placing Agreement; or (iv) any adverse change or prospective adverse change since the date of the Placing Agreement in UK tax affecting the Ordinary Shares, in each case which either of the Joint Global Co-ordinators considers in its absolute discretion (acting in good faith) to be likely to have an adverse effect on the financial or trading position or the business or prospects of the Company's group (the "Group") as enlarged by the Acquisition (the "Enlarged Group") which is material in the context of the Enlarged Group as a whole or which renders the Placing, the Acquisition and/or Admission impracticable or inadvisable.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement and the Placing will not proceed.
By participating in the Placing, Placees agree that the exercise by either Joint Global Co-ordinator of any right of termination or by either Joint Global Co-ordinator of any other discretion under the Placing Agreement, shall be within the absolute discretion of the relevant Joint Global Co-ordinator and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
Lock-up
The Company has undertaken to the Joint Global Co-ordinators that, between the date of the Placing Agreement and 180 calendar days from the date of Admission, it will not issue Ordinary Shares or enter into certain transactions involving or relating to the Ordinary Shares, subject to certain carve-outs agreed between the Joint Global Co-ordinators and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint Global Co-ordinators of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Global Co-ordinators and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
No Prospectus
The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom, any member state of the EU or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly released to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement and subject to any further terms set forth in the contract note or trade confirmation to be provided to the individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Joint Global Co-ordinators or any other person and neither the Company nor the Joint Global Co-ordinators nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in participating in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
The Placing
Settlement of transactions in the Placing Shares (ISIN: GB0009390070) will take place within the system administered by Euroclear UK & International Limited ("CREST"). Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Global Co-ordinators may agree that the Placing Shares should be issued in certificated form.
The Joint Global Co-ordinators reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation stating the number of Placing Shares to be allocated to it. Each such Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions as set out in the contract note or trade confirmation.
General provisions
It is expected that settlement will be on 26 June 2023 in accordance with the instructions given to the Joint Global Co-ordinators unless otherwise notified by the Joint Global Co-ordinators.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may without limiting any other rights it may have, and subject to the provisions of the Placing Agreement, sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) 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 electronic contract note/confirmation is forwarded immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or United Kingdom stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing from the Company or the Joint Global Co-ordinators.
Representations and Warranties
By submitting a bid and/or participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, undertakes, acknowledges, confirms and agrees with the Company and each of the Joint Global Co-ordinators, in each case as a fundamental term of its participation, that:
1. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in this Announcement and not in reliance on any information, representation, warranties or statements other than those contained in the Announcement;
2. none of the Joint Global Co-ordinators nor the Company nor any of their respective affiliates, agents, directors, officers, consultants or employees or any person acting on behalf of any of them has provided, nor will they provide, it with any material regarding the Placing Shares or the Company or any other person other than the information contained in this Announcement; nor has it requested any of the Joint Global Co-ordinators or the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such material or information;
3. the exercise by the Joint Global Co-ordinators of any right of termination or any right of waiver exercisable by the Joint Global Co-ordinators contained in the Placing Agreement including, without limitation, the right to terminate the Placing Agreement and/or to enter into or refrain from entering into the Terms of Sale, is within the absolute discretion of the Joint Global Co-ordinators and the Joint Global Co-ordinators will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;
4. if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement is terminated, or (iii) the Terms of Sale is not executed by the Joint Global Co-ordinators and the Company, or (iv) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and its rights (save as to return of funds) and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;
5. no offering document or prospectus has been, or will be, prepared in connection with the Placing and represents and warrants that it has not received a prospectus or other offering document in connection therewith;
6. the Ordinary Shares are (and the Placing Shares will be) admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and applicable legislation, and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
7. that it is not a national or resident of Canada, Australia, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance, the New Zealand Financial Markets Authority or the South African Reserve Bank and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, New Zealand, the Republic South Africa or Japan;
8. the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority;
9. it will not distribute, forward, transfer or otherwise transmit this Announcement or Appendix, or any other presentational or other materials concerning the Placing in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
10. unless it has signed a US investor letter in a form satisfactory to the Company and the relevant Joint Global Co-ordinator, it is outside of the United States and is acquiring the Placing Shares in an offshore transaction for its own account or for the account of a person outside of the United States or it is a dealer or other professional fiduciary in the United States acquiring Placing Shares in reliance upon Regulation S under the Securities Act acting on a discretionary basis for the benefit of a person (other than an estate or trust) outside of the United States (all such terms as defined in Regulation S);
11. the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Global Co-ordinators nor any of their respective affiliates, agents, directors, officers, consultants or employees nor any person acting on their behalf has or shall have any liability, in contract, tort or otherwise for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously or contemporaneously published by the Company by notification to a Regulatory Information Service, 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 representations, warranties or statements made by either of the Joint Global Co-ordinators or the Company and neither of the Joint Global Co-ordinators nor 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;
12. neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
13. it has complied with its obligations under the Criminal Justice Act 1993 (the "CJA"), the Market Abuse Regulation (Regulation (EU) No. 596/2014) ("EU MAR"), the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("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 Terrorism Act 2006, the Money Laundering and Terrorist Financing (Amendment) Regulations 2019, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
14. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(2) of the EU Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation (as applicable), (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the EU Prospectus Regulation other than Qualified Investors, or in the United Kingdom to qualified investors within the meaning of the UK Prospectus Regulation, or in circumstances in which the prior consent of the Joint Global Co-ordinators have been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or the United Kingdom other than EEA Qualified Investors or UK Qualified Investors (as applicable), the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;
15. it has not offered or sold and, prior to the expiry of a period of 6 months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");
16. 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 FSMA) relating to the Placing in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
17. it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing from or otherwise involving, the United Kingdom companies, securities and financial and intermediary services laws and regulations;
18. 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 the acknowledgments, representations and agreements herein on behalf of each such person; (ii) it exercises sole investment discretion as to each such person's account; and (iii) it is and will remain liable to the Joint Global Co-ordinators 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);
19. if in the UK or the European Economic Area, it is a Relevant Person (as defined above);
20. it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise (including all relevant provisions of EU MAR, UK MAR, FSMA and the Financial Services Act 2012 in respect of anything done in, from or otherwise involving the United Kingdom);
21. it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein or as directed by the relevant Joint Global Co-ordinator, failing which the relevant Placing Shares may be placed with other subscribers or sold as the applicable Joint Global Co-ordinator may in its discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Offer Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;
22. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that 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;
23. neither of the Joint Global Co-ordinators, nor any of their respective affiliates, nor any person acting on behalf of the Joint Global Co-ordinators, is making any recommendations to it, advising it or providing intermediary services regarding the suitability 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 any Joint Global Co-ordinator and that the Joint Global Co-ordinators (who are acting for the Company and no other person in connection with the Placing) have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
24. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Joint Global Co-ordinators nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Global Co-ordinators in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Joint Global Co-ordinators who will hold them as nominee on behalf of such Placee, in accordance with the provisions for registrations and settlement set out in this Announcement;
25. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such 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 Company or the Joint Global Co-ordinators 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;
26. the Company and the Joint Global Co-ordinators and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Global Co-ordinators on their own behalf and on behalf of the Company and are irrevocable;
27. it shall indemnify on an after-tax basis and hold the Company and the Joint Global Co-ordinators and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of 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;
28. its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms 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 conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Joint Global Co-ordinators. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. In respect of the Placing, such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing, stamp duty, stamp duty reserve tax or securities transfer tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty, stamp duty reserve tax or securities transfer tax, and neither the Company nor the Joint Global Co-ordinators shall be responsible for such stamp duty, stamp duty reserve tax or securities transfer tax. If this is the case, each Placee should seek its own advice and notify the Joint Global Co-ordinators accordingly;
29. unless paragraph 30 below applies, it has neither received nor relied on any inside information (for the purpose of and section 56 of the CJA) in relation to its participation in the Placing;
30. if it has received any inside information (for the purposes of EU MAR, UK MAR (as applicable) and section 56 of the CJA) in relation to the Company and its securities, it confirms that it has received such information within the marketing soundings regime provided for in article 11 of EU MAR or UK MAR (as applicable) and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
31. the Company may be a passive foreign investment company ("PFIC") for US federal income tax purposes, and it could be a PFIC in future years and acknowledges that if the Company is a PFIC, then US taxable investors may be subject to adverse US tax consequences in respect of their investment in the Placing Shares, whether or not they are resident in the United States;
32. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Global Co-ordinators, provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client;
33. if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;
34. the Placing Shares will be allotted and issued subject to the terms and conditions of this Appendix;
35. no action has been or will be taken by any of the Company, the Joint Global Co-ordinators or any person acting on behalf of the Company or the Joint Global Co-ordinators 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; and
36. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.
DEFINITIONS
|
Accordion Option Notice |
the accordion option notice related to the Facility Agreement (as defined below); |
|
Acquisition |
the proposed acquisition of Murat Ticaret, a leading manufacturer of complex wire harnesses for the off-highway sector; |
|
Admission |
admission of the New Ordinary Shares to trading on AIM becoming effective (pursuant to Rule 6 of the AIM Rules); |
|
AIM |
AIM, a market operated by London Stock Exchange; |
|
AIM Rules |
the provisions of the AIM Rules for Companies and, as applicable, the AIM Rules for Nominated Advisers, each published by the London Stock Exchange (as amended or reissued from time to time); |
|
Announcement |
this announcement (including the Appendix); |
|
Bookbuild |
the bookbuilding process to be commenced by the Joint Global Co-ordinators to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
|
CREST |
means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; |
|
EBITDA |
earnings before interest, tax, depreciation and amortisation; |
|
Enlarged Group |
the Group, as enlarged by the Acquisition; |
|
EU Prospectus Regulation |
the Prospectus Regulation (EU) 2017/1129 as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979; |
|
Euroclear |
means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales; |
|
Directors or Board |
the directors of the Company; |
|
Facility Agreement |
the multicurrency revolving credit facility agreement made between the Company and, inter alia, HSBC UK Bank plc, Citibank, N.A., London Branch, Barclays Bank plc, Fifth Third Bank and Unicredit SpA, London Branch and HSBC Bank plc as amended and restated pursuant to an amendment and restatement deed dated 11 February 2022; |
|
FCA |
the UK Financial Conduct Authority; |
|
FSMA |
means the Financial Services and Markets Act 2000, as amended; |
|
Fundraising |
together, the Placing and the REX Retail Offer; |
|
Group |
the Company and its subsidiaries and subsidiary undertakings; |
|
HSBC |
HSBC Bank plc; |
|
Joint Global Co-ordinators |
together, HSBC and Peel Hunt; |
|
London Stock Exchange |
London Stock Exchange plc; |
|
MAR |
the UK version of EU Regulation 569/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018; |
|
Newco |
Project Wind (Jersey) Limited; |
|
New Ordinary Shares |
together, the Placing Shares and the REX Retail Offer Shares; |
|
Offer Price |
275 pence; |
|
Ordinary Shares |
ordinary shares of 25 pence each in the capital of the Company; |
|
Peel Hunt |
Peel Hunt LLP; |
|
Placee |
any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given; |
|
Placing |
the proposed placing of Placing Shares on the terms and subject to the conditions of this Announcement and the Placing Agreement; |
|
Placing Agreement |
the conditional placing agreement entered into between the Company and the Joint Global Co-ordinators on the date of this Announcement; |
|
Placing Shares |
the Ordinary Shares to be offered and sold pursuant to the Placing; |
|
REX Platform |
the Peel Hunt Retail Capital Markets "REX" platform, a proprietary platform owned and operated by Peel Hunt; |
|
REX Retail Offer |
the offer of REX Retail Offer Shares to be made through the REX Platform; |
|
QIB |
a qualified institutional buyer as defined in Rule 144A of the Securities Act; |
|
Regulation S |
Regulation S promulgated under the Securities Act; |
|
REX Retail Offer Shares |
the Ordinary Shares to be offered pursuant to the REX Retail Offer; |
|
Securities Act |
the US Securities Act of 1933, as amended; |
|
Sellers |
the sellers of Murat Ticaret; |
|
subsidiary |
has the meaning given in the Companies Act 2006, as amended; |
|
subsidiary undertaking |
has the meaning given in the Companies Act 2006, as amended; |
|
Terms of Sale |
the terms of sale to be entered into between the Company and the Joint Global Co-ordinators in relation to the Placing; |
|
UK Prospectus Regulation |
the EU Prospectus Regulation as amended and transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Withdrawal Agreement (Act) 2020 (as amended); |
|
Murat Ticaret |
Murat TicaretKablo Sanayi A.Ş |
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