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Assura plc (AGR)

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Thursday 11 November, 2021

Assura plc

Proposed equity placing of new ordinary shares

RNS Number : 0165S
Assura PLC
11 November 2021
 

Legal Entity Identifier (LEI): 21380026T19N2Y52XF72

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

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 ASSURA 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 ASSURA PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

 

 

11 November 2021

 

ASSURA PLC

 

("Assura" or the "Company")

 

 

Proposed equity placing of new ordinary shares to fund investment in the significant development, acquisition and asset enhancement pipeline

Assura, the leading primary care property investor and developer, is announcing a proposed placing, by way of accelerated bookbuild, of up to 267,554,740 new ordinary shares ("Placing Shares"), representing up to approximately 10 % of the Company's existing issued share capital (the "Placing"). The Placing is expected to raise gross proceeds of approximately £190 million.

As separately announced today, the Company is also conducting a retail offer of up to the sterling equivalent of €8 million of new ordinary shares (the "Retail Shares") at the same price as the Placing Shares through the PrimaryBid platform (the "PrimaryBid Offer"), details of which are contained in a related announcement.

 

The maximum number of Placing Shares and Retail Shares to be issued pursuant to the Placing and the PrimaryBid Offer respectively shall not exceed 267,554,740 new ordinary shares in aggregate.

 

The Placing, which is being conducted by way of an accelerated bookbuilding process (the "Bookbuild") available to qualifying new and existing investors, will be launched immediately following this announcement.

 

Highlights

 

· Assura has been working with the NHS and GPs for 18 years and has a strong track record of deploying capital efficiently; over £1 billion has been invested since April 2017 including £185 million of modern, purpose-built developments that are now used to deliver vital health services in the communities they support.

 

· COVID has highlighted and emphasised the need for significant investment in the primary care estate within the UK. The pandemic has heightened health inequalities, dramatically increased waiting lists, highlighted capacity constraints for hospitals, exposed older premises as unfit for purpose and emphasised the value of service delivery in a community setting, including vaccinations.

· Assura is responding by applying its strengthened development capability in supporting upgraded or new premises in the community, using design innovation and sustainability credentials to better meet the needs of customers and unlocking emerging opportunities.

· Assura's integrated platform, relationship with the NHS and its customers, as well as substantial market access continues to drive an acquisition pipeline that currently has 22 properties, with a total cost of £102 million, in legal hands.

 

· Following the acquisition of primary care developer GPI in May 2019, Assura's market-leading development capability was further strengthened by the acquisition of Apollo in February 2021. The development team has grown from two people to ten. The present pipeline, which will ensure Assura continues to capture development margin and produce modern, purpose-built, best-in-class buildings, stands (as at 30 September 2021) at a record £480 million, and is split as follows:

 

• 12 schemes currently on site (total cost £72 million)

• 20 schemes expected to be on site within 12 months (total cost £145 million); and

•   37 schemes where Assura is appointed as preferred developer currently awaiting NHS approval (total cost £263 million)

· Assura's dedicated asset management team continues to drive lease re-gears, generate new tenant leases and initiate capital projects to extend or improve existing GP facilities. A spend of £19 million on 24 asset enhancement projects is being targeted over the next two years.

· Assura therefore has a substantial pipeline against which it will deploy the anticipated proceeds of the fundraising, which is expected to reduce its LTV to approximately 36% (on a pro forma basis).

 

 

Interim results

 

Assura has today separately announced its interim results for the six months ended 30 September 2021:

 

· LTV of 39% (March 2021: 37%) and a lowest ever cost of debt of 2.30%

· EPRA earnings up 7% to £40.9 million (2020: £35.8 million); EPRA EPS of 1.5p (2020: 1.4p)

· EPRA NTA increased to 58.4p per share (March 2021: 57.2p)

· Portfolio increased 6% to £2,595 million as at 30 September 2021 (March 2021: £2,453 million)

· Portfolio Net Initial Yield ("NIY") at 4.56% (March 2021: 4.56%), valuation gain of £28.1 million in the six months

· Current quarterly dividend of 0.74p (March 2021: 0.71p)

· Selective capital recycling with 27 new additions for total cost of £117 million and 11 selective disposals for proceeds of £15 million which generated a modest profit over book value. 

· 87,000 people benefited from the SixbySix social impact strategy in the half-year period

 

 

This announcement should be read in conjunction with the Interim Results.

 

Jonathan Murphy, CEO of Assura said:

"The NHS has been put under significant strain by COVID, which has highlighted capacity constraints in hospitals, increased waiting lists, and exposed older buildings as inadequate for current healthcare requirements. Assura's experience, built up through years of close engagement with the NHS, means we are well positioned to deliver the future innovative community buildings this country needs and support the NHS' response to key societal themes including digitalisation, the integration of healthcare systems and mental health support.

 

"Assura is proud to have invested over £1 billion into primary care properties since April 2017 and currently has a strong pipeline of opportunities in which to invest to further support the vital health services delivered in a community setting.

 

"Assura's market leading development capabilities allow us to access a growing pipeline of development opportunities, including in emerging areas such as diagnostic treatment centres, mental health support and with providers of primary care at scale, and helps us access scale benefits which drive returns and support our dividend policy." 

 

Introduction

 

The Placing, which is being conducted by way of an accelerated bookbuilding process available to qualifying new and existing investors, will be launched immediately following this announcement (being together with the appendix, the "Announcement"), in accordance with the terms and conditions set out in the appendix to this Announcement (the "Appendix"). The Company will determine the price of the Placing Shares following the Bookbuild. Barclays Bank PLC ("Barclays"), J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC") and Stifel Nicolaus Europe Limited ("Stifel"), are acting as joint bookrunners in connection with the Placing (the "Joint Bookrunners").

 

The books are expected to close no later than 4.00 p.m. (London time) on 11 November 2021 subject to acceleration. However, the timing of the closing of the Bookbuild and the final number, pricing and allocation of Placing Shares to be issued, are to be determined at the discretion of the Company, Barclays, JPMC and Stifel. A further announcement will be made following closing of the Placing, confirming the final details of the fundraising.

 

The Company is also conducting a retail offer of up to the sterling equivalent of €8 million of Retail Shares at the same price as the Placing Shares through the PrimaryBid platform, details of which are contained in the related announcement. Certain directors of the Company also intend to subscribe for approximately £130,000 of Placing Shares in the Placing in aggregate.

 

Use of Proceeds

 

The Company currently has a short-term pipeline of £193 million, split as follows:

· £102 million of acquisition opportunities all in legal hands, expected to complete within the next three-six months.

· £72 million of onsite developments, with the majority of these to complete during 2022

· £19 million of asset enhancement capital projects, £4 million of which (5 projects) are currently on site. 

 

In addition to the £193 million outlined above, Assura continues to source investment opportunities and expects to continue to replenish its pipeline of acquisitions and development opportunities. The Company has an immediate pipeline of £145 million of development opportunities that are expected to commence within the next 12 months, and an extended development pipeline of a further £263 million where Assura is the exclusive partner.

 

In light of the strength of the short-term pipeline of acquisition, on-site development and asset enhancement opportunities, and to maintain a conservative LTV, the Company intends to raise equity by way of a non pre-emptive placing of up to  267,554,740 new ordinary shares. The Board of Directors believes that this will allow the Company to deliver high quality infrastructure to the NHS and will also maintain the Company's LTV which, following the Placing, PrimaryBid Offer, and investment of the proceeds, is expected to be at approximately 36 % (on a pro forma basis).

 

Terms of the Placing

 

Barclays,   J.P.   Morgan   Cazenove and Stifel   are   acting   as   Joint   Bookrunners  in connection with the Placing pursuant to an agreement entered into between the Company and the Joint  Bookrunners  dated   11 November 2021 (the "Placing Agreement").

 

Under the terms of the Placing and PrimaryBid Offer , the Company intends to issue up to 267,554,740 Placing Shares and Retail Shares pursuant to the authorities granted at the Company's Annual General Meeting held on 6 July 2021, conditional on Admission becoming effective.

 

The Placing Shares will, when issued, be subject to the Company's articles of association. They will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in issue in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid on or in respect of such ordinary shares by reference to a record date falling after the date of issue of the Placing Shares.

 

The Placing will be non-pre-emptive and launched immediately following this Announcement. The number of Placing Shares and the price per Placing Share (the "Placing Price") will be determined at the close of the Bookbuild which is expected to close later today. The results of the Placing will be announced shortly thereafter on a Regulatory Information Service. The Joint Bookrunners will determine the level of demand from potential investors for participation in the Placing. Any discount to the market price of the ordinary shares will be determined within the limits specified by the Listing Rules of the Financial Conduct Authority (the "FCA"), as published pursuant to Part 6 of the Financial Services and Markets Act 2000. The timing of the closing of the bookbuild and the decision to proceed with the Placing after the Bookbuild shall be at the absolute discretion of the Joint Bookrunners in consultation and agreement with the Company.

 

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Barclays, JPMC or Stifel.

 

To bid for Placing Shares in the Placing, investors should communicate their bid by telephone to Barclays, JPMC or Stifel. If the number of applications exceeds the maximum number of Placing Shares available under the Placing, it may be necessary to scale back applications. In such event, Placing Shares will be allocated at the discretion of the Joint Bookrunners  in consultation with the Company. The Joint  Bookrunners  may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

 

Prior to launch of the Placing, the Company consulted with a significant number of its shareholders to gauge their feedback as to the terms and structure of the equity raise. Feedback from this consultation was supportive and as a result the Board has chosen to proceed with the Placing. The Placing is being structured as an accelerated bookbuilding process to minimise execution and market risk. The Board intends to apply the principles of pre-emption when allocating Placing Shares to those shareholders that participate in the Placing.

 

Application will be made for the Placing Shares and Retail Shares to be admitted to listing on the premium listing segment of the Official List of the FCA and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission " ). Subject to Admission becoming effective, it is expected that settlement of subscriptions in respect of the Placing Shares and Retail Shares and trading in the Placing Shares and Retail Shares will commence at 8.00 a.m. on 15 November 2021.

 

The Placing is conditional upon, inter alia, Admission becoming effective not later than 8.00 a.m. (London time) on 15 November 2021 (or such later time and/or date, being not later than 8.00 a.m. (London time) on 22 November 2021, as Barclays, JPMC and Stifel may jointly agree with the Company) and the Placing Agreement not being terminated in accordance with its terms before that time.

 

The above proposed dates may be subject to change at the discretion of the Company, Barclays, JPMC and Stifel.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Your attention is drawn to the detailed Terms and Conditions of the Placing set out in the Appendix to this Announcement. The Retail Shares will be subscribed for on the basis of the terms of the PrimaryBid, rather than pursuant to the Terms and Conditions of the Placing contained in Appendix to this Announcement.

 

 

Enquiries:

 

Assura plc

Jonathan Murphy – CEO
Jayne Cottam – CFO
David Purcell – Head of Investor Relations

 

+44 1925 420660

Barclays

Bronson Albery
Tom Macdonald
Dominic Harper

 

+44 207 623 2323

J.P. Morgan Cazenove

Barry Meyers
Beau Freker
Jessica Murray

 

+44 207 742 4000

Stifel Nicolaus Europe Limited 

Mark Young
Stewart Wallace
Jonathan Wilkes-Green 

 

+44 20 7710 7600

 

 

Finsbury

Gordon Simpson
James Thompson

 

+44 20 7251 3801

 Dealing codes

Ticker

ISIN for the Placing Shares

SEDOL for the Placing Shares

 

AGR

GB00BVGBWW93

BVGBWW9

 

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

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, Australia, Canada, Japan, 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 Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable 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 is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere.

All offers of Placing Shares will be made pursuant to: (i) in the European Economic Area, an exemption under Regulation (EU) 2017/1129 (the "EUProspectus Regulation"); and (ii) in the United Kingdom, an exemption under the UK version of the EU Prospectus Regulation, which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), in each case 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 EU Prospectus Regulation and/or the UK 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(e) of the EU Prospectus Regulation ("EUQualified Investors"); (b) in the United Kingdom, qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation ("UKQualified Investors") who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" 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; (c) in Israel, qualified investors listed in the first addendum to the Israeli Securities Law, 5728-1968; and (d) 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 who are not Relevant Persons.

The distribution of this Announcement (including the Appendix) and the offering of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, and/or the Joint Bookrunners (as defined below) 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 and the Joint Bookrunners 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.

This Announcement is being made available only to such South African qualifying investors who fall within the ambit of sections 96(1)(a) or (b) of the South African Companies Act, 2008, as amended ("South African Companies Act"). The information contained in this Announcement does not constitute, nor form part of, any offer or invitation to sell or issue, an advertisement or any solicitation of any offer or invitation to purchase or subscribe for any shares or any other securities and is not an "offer to the public" as contemplated in the South African Companies Act. This Announcement does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement", as contemplated by the South African Companies Act and no prospectus has been filed with the Companies and Intellectual Property Commission (the "CIPC") in respect of the Placing. As a result, this Announcement does not comply with the substance and form requirements for a prospectus set out in the South African Companies Act and the South African Companies Regulations of 2011, and has not been approved by, and/or registered with, the CIPC.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act of 2002, as amended (the "FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Placing Shares or in relation to the business or future investments of the Company is appropriate to the particular investment objectives, financial situation or needs of a prospective investor.

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.

Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The offering of the Placing Shares may not be a suitable investment for all investors. Each prospective investor in the offering of the Placing Shares must determine the suitability of that investment in light of its own circumstances. In particular, each prospective investor (either alone or with a financial adviser) should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the offering of the Placing Shares, the merits and risks of investing in the Placing Shares and the information contained or incorporated by reference in this Announcement, including the financial risks and other risks; and (ii) have the expertise to evaluate how the offering of the Placing Shares will perform under changing conditions, the resulting effects of changing conditions on the value of the Placing Shares and the impact this investment will have on the prospective investor's overall investment portfolio.

Notice to all investors

Barclays Bank PLC ("Barclays") and J.P. Morgan Securities plc (which conducts its UK investment banking services as "J.P. Morgan Cazenove") are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. Stifel Nicolaus Europe Limited ("Stifel", and together with Barclays and J.P. Morgan Cazenove, the "Joint Bookrunners") is authorised and regulated in the United Kingdom by the FCA. Barclays is an authorised financial services provider under the South African Financial Advisory and Intermediary Services Act, 2002. Stifel and J.P. Morgan Cazenove (the marketing name for J.P. Morgan Securities plc) are exempted from the licensing requirement of the South African Financial Advisory and Intermediary Services Act, 2002 and therefore, they are not regulated in South Africa. Barclays, J.P. Morgan Cazenove and Stifel are each acting exclusively for the Company in connection with the Placing. None of Barclays, J.P. Morgan Cazenove or Stifel will regard any other person (whether or not a recipient of this Announcement) 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 providing advice in relation to the Placing or any transaction, matter or arrangement described in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Barclays, J.P. Morgan Cazenove and Stifel by FSMA or the regulatory regime established thereunder, none of Barclays, J.P. Morgan Cazenove and Stifel nor any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this Announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares, the Placing, and nothing in this announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of the Joint Bookrunners and each of their respective affiliates directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Barclays, J.P. Morgan Cazenove or Stifel. Subject to the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information in it is correct as at any subsequent date.

In connec ti on with the Placing, each of the Joint Bookrunners and any of their affiliates, ac ti ng as investors for their own account, may take up a portion of the shares in the Placing as a principal posi ti on and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securi ti es of the Company or related investments in connec ti on with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisi ti on, placing or dealing by, each of the Joint Bookrunners and any of their affiliates ac ti ng in such capacity. In addi ti on, each of the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connec ti on with which each of the Joint Bookrunners and any of their respec ti ve affiliates may from ti me to ti me acquire, hold or dispose of shares. None of the Joint Bookrunners intend to disclose the extent of any such investment or transac ti ons otherwise than in accordance with any legal or regulatory obliga ti ons to do so.

Each of the Joint Bookrunners and their respec ti ve affiliates may have engaged in transac ti ons with, and provided various commercial banking, investment banking, financial advisory transac ti ons and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners and their respec ti ve affiliates may provide such services to the Company and/or its affiliates in the future.

Cautionary statement regarding forward-looking statements

 

This announcement contains forward-looking statements. These statements relate to the future prospects, developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as "believe", "could", "envisage", "estimate", "potential", "intend", "may", "plan", "will" or variations or similar expressions, or the negative thereof. The forward-looking statements contained in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialise, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, certain of which are beyond the Company's control, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at the date of this announcement. Except as required by law, neither the Company nor any of the Joint Bookrunners undertakes any obligation to publicly release any update or revisions to the forward-looking statements contained in this announcement to reflect any change in events, conditions or circumstances on which any such statements are based after the time they are made.

Information to Distributors

UK Product Governance Requirements

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 Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each 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 Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

TERMS AND CONDITIONS OF THE PLACING

***

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 THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS TO THE PUBLIC OF THE PLACING SHARES UNDER (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), REGULATION (EU) 2017/1129 AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE (THE "EU PROSPECTUS REGULATION"), OR (B) IF IN THE UNITED KINGDOM, THE UK VERSION OF THE EU PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION"), WHICH IS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN THE EEA WHO ARE DEFINED AS QUALIFIED INVESTORS UNDER ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); (B) PERSONS IN THE UNITED KINGDOM WHO ARE DEFINED AS QUALIFIED INVESTORS UNDER ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION AND (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER") OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; (C) PERSONS IN ISRAEL WHO ARE QUALIFIED INVESTORS LISTED IN THE FIRST ADDENDUM TO THE ISRAELI SECURITIES LAW, 5728-1968; AND (D) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

None of the Company, the Joint Bookrunners or any of its or their respec ti ve affiliates or any person ac ti ng on its or their behalf makes any representa ti on or warranty, express or implied to any Placees regarding any investment in the securi ti es referred to in this Announcement under the laws applicable to such Placees. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OR SUBSCRIPTION OF PLACING SHARES.

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 or subscribe for any new ordinary shares ("Placing Shares") in the capital of Assura plc (the "Company") in any jurisdiction in which any such offer or solicitation would be unlawful.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), does not apply.

The Placing Shares referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States.

The information contained in this Announcement does not constitute, nor form part of, any offer or invitation to sell or issue, an advertisement or any solicitation of any offer or invitation to purchase or subscribe for any shares or any other securities and is not an "offer to the public" as contemplated in the South African Companies Act , 2008, as amended ("South African Companies Act") . This Announcement does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement", as contemplated by the South African Companies Act and no prospectus has been filed with the Companies and Intellectual Property Commission (the "CIPC") in respect of the Placing. In South Africa, only qualifying investors who fall within the ambit of sections 96(1(a) or (b) of the South African Companies Act may subscribe for the Placing Shares.

The distribution of this Announcement, the placing of the Placing Shares (the "Placing") and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Barclays Bank PLC ("Barclays"), J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove)("JPMC"), or Stifel Nicolaus Europe Limited ("Stifel", together with Barclays and JPMC, the "Joint Bookrunners" and each a "Joint Bookrunner") or any of their respective 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 Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notices' section of this Announcement.

Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and subscribing for Placing Shares on the terms and conditions contained in this Appendix and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things), that:

1. it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in a member state of the European Economic Area ("EEA") or the United Kingdom who subscribes for any Placing Shares pursuant to the Placing, it is a Qualified Investor;

3. in the case of a Relevant Person in Israel who subscribe for any Placing Shares pursuant to the Placing, it is a qualified investor listed in the first addendum of the Israeli Securities Law, 5728-1968 , and it has signed a   written deceleration in the form provided by the Company that it fall within the scope of the said addendum;

4. it is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement;

5.    it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix; and

6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is either (i) outside the United States subscribing for the Placing Shares in an offshore transaction as defined in and in accordance with Regulation S under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("Rule 144A").

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority (the "FCA") in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in (i) this Announcement (including this Appendix) and (ii) any Exchange Information (as defined below) by or on behalf of the Company on or prior to the date of this Announcement or otherwise published on the Company's website in connection with the Placing, (together, the "Publicly Available Information") and subject to any further terms set forth in the electronic contract note and/or electronic trade confirmation sent to individual Placees. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company other than the Publicly Available Information and none of the Joint Bookrunners, the Company nor any person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Each of the Joint Bookrunners has entered into a placing agreement (the "Placing Agreement") with the Company under which it has severally undertaken, on the terms and subject to the conditions set out in the Placing Agreement, to use reasonable endeavours to procure Placees for the Placing Shares. The Placing will not be underwritten.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company ("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 issue of the Placing Shares.

The final number of Placing Shares and the Placing Price (as defined below) will be decided at the close of the Bookbuilding Process (as defined below) between the Company and the Joint Bookrunners. The ti ming of the closing of the book and alloca ti ons are at the discre ti on of the Company and the Joint Bookrunners. Details of the number of Placing Shares will be announced in the announcement of the pricing of the Placing through a Regulatory Information Service (the "Placing Results Announcement") as soon as prac ti cable a ft er the close of the Bookbuilding Process (as defined below).

As part of the Placing, the Company has agreed that it will not, amongst other things, issue or sell any Ordinary Shares for a period of 90 days after Admission (as defined below) without the prior written consent of the Joint Bookrunners. This agreement is subject to certain customary exceptions.

Application for admission to listing and trading

Application will be made to the FCA for admission of the Placing Shares to listing on the premium listing segment of the Official List and to London Stock Exchange plc ("London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together "Admission").

It is expected that Admission will take place on or before 8.00 a.m. (London time) on 15 November 2021 (or such later date as may be agreed between the Company and the Joint Bookrunners) and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at the same time.

Bookbuilding Process

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.

Notice to prospective investors in Canada

This Announcement (including this Appendix) constitutes an "exempt offering document" as defined in and for the purposes of applicable Canadian securities laws. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Placing Shares. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the Placing Shares and any representation to the contrary is an offence.

Canadian investors are advised that this document has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"). Pursuant to section 3A.3 of NI 33-105, this document is exempt from the requirement that the Company and the Joint Bookrunners provide Canadian investors with certain conflicts of interest disclosure pertaining to "connected issuer" and/or "related issuer" relationships as would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

Resale Restrictions

The offer and sale of the Placing Shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

Rights of Action for Damages or Rescission

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal adviser.

Language of Documents

Upon receipt of this Announcement, each Canadian purchaser hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Placing Shares described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement.

Taxation and Eligibility for Investment

No representation or warranty is hereby made as to the tax consequences of an investment in the Placing Shares or with respect to the eligibility of the Placing Shares for investment by any such investor.

Principal terms of the Bookbuilding Process and Placing

1.  Barclays, JPMC and Stifel are acting as Joint Bookrunners to the Placing, as agents of the Company.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and their affiliates are entitled to enter bids in the Bookbuilding Process.

3. The Bookbuilding Process will establish a single price per Placing Share payable to the Joint Bookrunners by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuilding Process and any discount to the market price of the Ordinary Shares will be determined in accordance with the listing rules of the FCA. The Placing Price will be announced through the Placing Results Announcement following the completion of the Bookbuilding Process.

4. To bid in the Bookbuilding Process, Placees should communicate their bid by telephone or in writing to their usual sales contact at Barclays, JPMC or Stifel. Each bid should state the number of Placing Shares which a prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. Each of the Joint Bookrunners is arranging the Placing severally, and not jointly, or jointly and severally, as agent of the Company.

5. The Bookbuilding Process is expected to close no later than 4.00 p.m. (London time) on 11 November 2021 subject to acceleration but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed. The Company reserves the right to reduce the amount to be raised pursuant to the Placing in its discretion. The total number of shares to be issued pursuant to the Placing shall not exceed 267,554,740 Ordinary Shares, representing approximately 10% of the Company's existing issued ordinary share capital.

6.   Each Placee's allocation will be agreed between the Joint Bookrunners and will be confirmed orally or in writing by the relevant Joint Bookrunner acting as agent for the Company as soon as practicable following the close of the Bookbuilding Process. The relevant Joint Bookrunner's oral or written confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned, in favour of the relevant Joint Bookrunner and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and the Company's articles of association.

7. The Company will release the Placing Results Announcement following the close of the Bookbuilding Process, detailing the aggregate number of the Placing Shares to be issued and the Placing Price at which such shares have been placed.

8.  Each Placee's allocation and commitment will be evidenced by an electronic contract note and/or electronic trade confirmation issued to such Placee by one of the Joint Bookrunners. The terms of this Appendix will be deemed incorporated therein.

9.  The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as they may determine or be directed. The Joint Bookrunners may also, notwithstanding paragraphs 5 to 7 above, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.

10.  A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.

11.  Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent

12.  Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

13.  All obligations under the Bookbuilding Process and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing'.

14.  By participating in the Bookbuilding Process 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.

15.  To the fullest extent permissible by law, none of the Joint Bookrunners nor any of their affiliates nor any of their or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners nor any of their affiliates or holding companies nor any of its or their agents, directors, officers or employees shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing, they will be sent an electronic contract note and/or electronic trade confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the relevant Joint Bookrunner. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Bookrunner or otherwise as such Joint Bookrunner may direct.

Settlement of transactions in the Placing Shares (ISIN: GB00BVGBWW93) following Admission will take place within the CREST system. Settlement through CREST will be on a T+2 basis unless otherwise notified by the Joint Bookrunners and is expected to occur on 15 November 2021. 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 Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners 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.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing Bank of England rate as determined by the Joint Bookrunners.

If Placees do not comply with their obligations the relevant Joint Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for its own account and benefit, an amount equal to the Placing Price of each share sold plus any interest due. Placees will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the electronic contract note and/or electronic trade confirmation is forwarded/sent immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Bookrunners under the Placing Agreement are, and the Placing is, conditional on, amongst other things:

(a)       the Company having complied with its obligations under the Placing Agreement and not being in breach of the Placing Agreement;

(b)         none of the warranties contained in the Placing Agreement being, in the good faith opinion of a Joint Bookrunner, untrue, inaccurate or misleading as at the date of the Placing Agreement or at any time between the date of the Placing Agreement and Admission (by reference to the facts and circumstances from time to time subsisting);

(c)        there not having been, in the good faith opinion of a Joint Bookrunner, any material adverse change in, or any development involving a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, funding position, solvency, business affairs, or operations or prospects of the Company and the Company's subsidiary undertakings (taken as a whole), whether or not foreseeable and whether or not arising in the ordinary course of business (a "Material Adverse Change"), at any time prior to Admission;

(d) the pricing agreement having been duly executed and delivered by the Company and the Joint Bookrunners;

(e)      the publication of the Placing Results Announcement through a Regulatory Information Service immediately following execution of the term sheet;

(f)          the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(g) Admission taking place not later than 8.00 a.m. (London time) on the closing date, to be agreed by the Company and Joint Bookrunners and set out in the term sheet,

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "Conditions").

If any of the Conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived or extended to the extent permitted by law or regulations in accordance with the Placing Agreement, or the Placing Agreement is terminated in accordance with its terms (as to which, see 'Termination of the Placing' below), the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under 'Termination of the Placing' below and will not be capable of rescission or termination by it.

The Joint Bookrunners shall be entitled in their absolute discretion and upon such terms and conditions as they fit to waive fulfilment of all or any of the Conditions in whole or in part (to the extent permitted by law or regulation) or extend the time or date provided for satisfaction of any such conditions in respect of all or any part of the performance thereof, save that the Condition set out at (d), (e), (f) and (g) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Joint Bookrunners nor any of their respective affiliates or holding companies nor any of their or their respective affiliates' or holding companies' agents, directors, officers or employees, respectively, nor the Company 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing nor for any decision any of them may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners and the Company.

Termination of the Placing

The Joint Bookrunners may, in their absolute discretion terminate the Placing Agreement in its entirety at any time up to and including Admission in certain circumstances, including (among others) the Company's application, either to the FCA or the London Stock Exchange, for Admission is refused by the FCA or the London Stock Exchange (as appropriate), a breach by the Company of the warranties given to the Joint Bookrunners under the Placing Agreement, a breach by the Company of any of its obligations under the Placing Agreement, the occurrence of a Material Adverse Change in the opinion of the Joint Bookrunners (acting in good faith), or the occurrence of certain force majeure events.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners, their respective affiliates or their or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under 'Conditions of the Placing' above and will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners following the close of the Bookbuilding Process.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, that:

1.  it has read and understood this Announcement in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Appendix and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and any other Publicly Available Information;

2.  it has not received an offering document or a prospectus in connection with the Placing and acknowledges that no prospectus or other offering document has been or will be prepared in connection with the Placing;

3.  the Placing Shares will be listed on the premium listing segment of the Official List of the FCA and admitted to trading on the London Stock Exchange's main market for listed securities and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA and the London Stock Exchange (collectively, the "Exchange Information"), which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements and that it is able to obtain or access the Exchange Information;

4.  it will not hold the Joint Bookrunners or any of their affiliates or any person acting on their behalf responsible or liable for any misstatements in or omissions from the Publicly Available Information, and, except in the case of their own fraudulent misrepresentation, the Joint Bookrunners shall have no liability for any other representations (express or implied) in, or for any omissions from, any other written or oral communication transmitted to it in the course of its evaluation of the Placing Shares. The Joint Bookrunners have no obligation to update any of the Publicly Available Information or to correct any inaccuracies therein or omissions therefrom, even where a Joint Bookrunner is aware of such inaccuracies or omissions;

5.  neither the Joint Bookrunners nor the Company nor any of their respective affiliates nor their or their respective affiliates' agents, directors, officers or employees, respectively, nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or any Publicly Available Information, and, if it is in the United States, the US QIB Letter (as defined below), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares; nor has it requested the Joint Bookrunners, the Company, any of their affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

6.  it has not relied on any investigation that the Joint Bookrunners or any person acting on their behalf may have conducted, nor any information contained in any research reports prepared by the Joint Bookrunners or any of their respective affiliates, and that it received and reviewed all information that it believes is necessary or appropriate in connection with the purchase of the Placing Shares (and, without limiting the foregoing, it does not require any disclosure or offering document or prospectus for such purpose) and it has relied solely on its own judgment, examination and due diligence of the Company, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed by or information provided by, or on behalf of, the Joint Bookrunners or any of their affiliates;

7.  the Joint Bookrunners are not providing any service to it, making any recommendations to it, advising it regarding the suitability of any transactions it may enter into to buy any Placing Shares, nor providing advice to it in relation to the Placing Shares or the Company;

8.  the content of this Announcement and any other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that none of the Joint Bookrunners, any of their affiliates or any persons acting on their behalf is responsible for or has or shall have any liability for any information or representation, warranty or statement relating to the Company contained in this Announcement, or any other Publicly Available Information, nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, any other Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

9.    the Placing Shares are being offered and sold by the Company outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act and to a limited number of "qualified institutional buyers" ("QIBs") (as defined in Rule 144A) pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. It and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a QIB that has duly executed a US QIB letter in a form provided to it and delivered the same to one of the Joint Bookrunners or its affiliates (the "US QIB Letter"). With respect to (ii) above, it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States; and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

10.  it has such knowledge and experience in financial and business matters that (a) it is capable of evaluating and will evaluate, independently, the merits and risks of an investment in the Placing Shares, (b) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares for an indefinite period, (c) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk, and (d) it will not look to any Joint Bookrunner for all or part of any such loss or losses it may suffer and It has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares;

11.  the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be prepared in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any action for that purpose is required;

12.  the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and for so long as the Placing Shares are "restricted securities", it will not deposit such shares in any unrestricted depositary facility established or maintained by any depositary bank and it agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

13.  it will not directly or indirectly offer, reoffer, resell, transfer, assign, pledge or otherwise dispose of any Placing Shares except: (a) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S outside the United States; (b) in the United States to a person that it and any person acting on its behalf reasonably believes is a QIB who is purchasing for its own account or for the account of another person who is a QIB pursuant to Rule 144A under the Securities Act (it being understood that all offers or solicitations in connection with such a transfer are limited to QIBs and do not involve any means of general solicitation or general advertising); (c) pursuant to Rule 144 under the Securities Act (if available); or (d) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and, if the Company shall so require, subject to delivery to the Company of an opinion of counsel (and such other evidence as the Company may reasonably require) that such transfer or sale is in compliance with the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States;

14.  it and/or each person on whose behalf it is participating:

(a)        is entitled to subscribe for Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)  has fully observed such laws and regulations;

(c)         has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations; and

(d)         has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

15.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, 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;

16.  none of the Joint Bookrunners, nor their respective affiliates, nor any person acting on behalf of any of them is making any recommendations to it, advising it 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 of the Joint Bookrunners and that the Joint Bookrunners 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;

17.  it will make payment to the Joint Bookrunners (as the Joint Bookrunners may direct) for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Bookrunners determine in their absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares on its behalf;

18.  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 it may be called upon to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

19.  no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

20.  the person who it specifies for registration as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. The Joint Bookrunners and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to subscribe for Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of the Joint Bookrunners (or any of them) who will hold them as nominee directly or indirectly on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

21.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

22.  it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Order, as amended, and undertakes that it will subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

23.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in subscribing for, 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 FSMA;

24.  if within the EEA, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

25.  if within the United Kingdom, it is a Relevant Person;

26.  it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

27.  it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA and the Financial Services Act 2012 in respect of anything done in, from or otherwise involving the United Kingdom);

28.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in subscribing for, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA;

29.  if it has received any inside information (as defined in the UK version of the Market Abuse Regulation (EU) No. 596/2014, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) about the Company in advance of the Placing, it has not: (a) dealt in the securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments; (b) encouraged or required another person to deal in the securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments; or (c) disclosed such information to any person, prior to the information being made publicly available;

30.  none of the Joint Bookrunners, the Company nor any of their respective affiliates, or their or their respective affiliates' agents, directors, officers or employees, respectively, nor any person acting on behalf of such persons is making any recommendation to it, advising it regarding the suitability of any transaction it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representation, warranty, acknowledgement, agreement, undertaking or indemnity contained in the Placing Agreement nor the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31.  acknowledges and accepts that the Joint Bookrunners may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, the Joint Bookrunners will not make any public disclosure in relation to such transactions;

32.  it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

33.  its commitment to subscribe for Placing Shares on the terms set out in this Announcement will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

34.  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 is 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 affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

35.  it is located outside of Belgium or, if it is located in Belgium, it (a) qualifies as either (i) a professional client within the meaning of the Royal Decree of 19 December 2017 laying down detailed rules on the implementation of the directive on markets in financial markets or (ii) an eligible counterparty within the meaning of Article 3, § 1 of the same royal decree; and (b) act for its own investment account and for purposes which are not outside its trade, business, craft or profession;

36.  if it is located in Switzerland, no Placing Shares are being publicly offered or distributed in Switzerland. Placing Shares are being offered in Switzerland privately only to it and a select circle of other investors and, accordingly, it hereby declares to purchase the Placing Shares (if any) for its own investment purposes and not for redistribution and not to copy, reproduce, distribute or pass the information provided to the Investor to third parties without the prior written consent of the Company;

37.  if situated in South Africa, it falls within the exemptions set out in section 96(1)(a) of the South African Companies Act; or (ii) is a person who is subscribing, as principal, for Placing Shares at a minimum aggregate contemplated subscription price of ZAR1,000,000 as envisaged in section 96(1)(b) of the South African Companies Act. To the extent necessary, it has obtained exchange control approval(s) in terms of the Exchange Control Regulations, 1961 made in terms of the Currency and Exchanges Act, No. 9 of 1933, and all directives and rulings issued thereunder to participate in the Placing and any other regulatory approvals and that it will comply with all necessary exchange control restrictions and other regulatory restrictions, applicable in its jurisdiction;

38.  if it is located in Australia, that it is receiving the offer of sale of Placing Shares pursuant to a disclosure exemption in the Corporations Act 2001 (Cth) ("Australian Corporations Act") and in particular that it is within one or more of the following categories of investors ("Exempt Investors"):

 

(a) "sophisticated investors" that meet the criteria set out in section 708(8) of the Australian Corporations Act;

(b) "professional investors" referred to in section 708(11), and as defined in section 9 (except a person mentioned in paragraph (e) of the definition), of the Australian Corporations Act;

(c) investors who receive the offer through an Australian financial services licensee, where all of the criteria set out in section 708(10) of the Australian Corporations Act have been satisfied; or

(d)         persons to whom an offer of the Placing Shares may be made without disclosure to investors under Part 6D.2 of the Corporations Act 2001 in reliance on one or more applicable exemptions in section 708 of the Australian Corporations Act;

39.  the Company, the Joint Bookrunners and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable;

40.  if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

41.  it acknowledges that it irrevocably appoints any director of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

42.  that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing will complete and securities will be fully distributed by the Joint Bookrunners;

43.  time is of the essence as regards its obligations under this Appendix;

44.  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners;

45.  the Placing Shares will be issued subject to the terms and conditions set out in this Appendix;

46.  this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to subscribe for shares pursuant to the Bookbuilding Process and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

IN ADDITION TO THE STATEMENTS IN PARAGRAPHS 1 TO 46 (INCLUSIVE), THE STATEMENTS IN PARAGRAPHS 47 to 59 (INCLUSIVE) APPLY IF YOU ARE LOCATED IN CANADA

47.  where required by law, it is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable securities laws of the province in which it is resident, for its own account and not as agent for the benefit of another person;

48.  it, or any ultimate purchaser for which it is acting as agent, is entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus qualified under such securities laws and without limiting the generality of the foregoing, is an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and section 73.3(1) of the Securities Act (Ontario), as applicable, and a "permitted client" as defined in section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103"), and:

(a)        are purchasing the Placing Shares from a dealer registered as an "investment dealer" or "exempt market dealer" as defined under applicable securities laws; or

(b)        are purchasing the Placing Shares from a dealer permitted to rely on the "international dealer exemption" contained in, and have received the notice from such dealer referred to in section 8.18 of NI 31-103;

49.  it is not a person created or used solely to purchase or hold securities as an "accredited investor" as described in paragraph (m) of the definition of "accredited Investor" in section 1.1 of NI 45 106 or section 73.3(1) of the Securities Act (Ontario), as applicable;

 

50.  it acknowledges that the distribution of the Placing Shares in Canada is being made on a private placement basis only and that it will not receive a prospectus that has been prepared in accordance with Canadian securities laws and filed with any securities regulatory authority in Canada;

51.  it acknowledges that any Placing Shares subscribed for are restricted securities in Canada and any resale of the Placing Shares must be made in accordance with applicable Canadian securities laws, which may require such resale to be made in accordance with prospectus and registration requirements or exemptions from the prospectus and registration requirements, that such resale restrictions may apply to resales of the Placing Shares outside of Canada and that the Placing Shares are subject to restrictions on redemptions, withdrawals, assignments, transfers and encumbrances;

52.  if resident in Quebec, by purchasing the securities described herein, it will be deemed to confirm that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. En achetant les valeurs mobilières décrites aux présentes, l'acheteur confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement;

53.  if it is an individual investor it acknowledges that the Company may be required to file a report of trade with all applicable securities regulatory authorities in Canada containing personal information about it and, if applicable, any disclosed beneficial purchaser of the Placing Shares:

54.  it has been notified by the Company of such delivery of a report of trade containing the full legal name, residential address, telephone number and email address of each purchaser or disclosed beneficial purchaser, the number and type of securities purchased, the total purchase price paid for such securities, the date of the purchase and specific details of the prospectus exemption relied upon under applicable securities laws to complete such purchase, including how the purchaser or disclosed beneficial purchaser qualifies for such exemption;

55.  the foregoing information is collected indirectly by the applicable securities regulatory authority under the authority granted to it for the purposes of the administration and enforcement of securities legislation, whom you may contact for more information regarding the indirect collection of such information;

56.  it authorises the indirect collection of this information by each applicable securities regulatory authority and acknowledges that such information is made available to the public under applicable securities legislation;

57.  its name, address, telephone number and other specified information, including the number of Placing Shares it has purchased and the aggregate purchase price paid by it, may be disclosed to other Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian laws. By purchasing the Placing Shares, it consents to the disclosure of such information;

58.  it acknowledges that the directors and officers of the Company are likely to be located outside of Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or those persons.  All or a substantial portion of the assets of the Company and those persons is likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Company or those persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or those persons outside of Canada; and

59.  it acknowledges that it has not been provided with any written offering material including offering memorandum in connection with the purchase of the Placing Shares.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, each of the Joint Bookrunners and each of their respective affiliates and each of their and their respective affiliates' agents, directors, officers and employees, respectively, 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being issued or transferred in connection with arrangements to issue depositary receipts or in respect of the issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners would be responsible. If this is the case, it would be sensible for Placees to take their own advice and they should notify the Joint Bookrunners accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-UK stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that either the Company and/or the Joint Bookrunners have incurred any such liability to such taxes or duties.

When a Placee or person ac ti ng on behalf of the Placee is dealing with any of the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of the Placee and/or any person ac ti ng on behalf of the Placee will not be treated as client money within the meaning of the rules and regula ti ons of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protec ti ons conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable.

The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Bookbuilding Process and the Placing and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Bookbuilding Process or the Placing and will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Bookbuilding Process or the Placing or other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements or agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any of the Joint Bookrunners may (at their absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

The rights and remedies of the Joint Bookrunners and the Company under these Terms and Condi ti ons are in addi ti on to any rights and remedies which would otherwise be available to each of them and the exercise or par ti al exercise of one will not prevent the exercise of others.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners will notify Placees and any persons acting on behalf of the Placees of any changes.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

 

 

 

 

 

 

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