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Wednesday 19 January, 2022

Glanbia Co-operative

Placing of Exchangeable Bonds and Existing Shares

RNS Number : 0079Z
Glanbia Co-operative Society Ltd
19 January 2022
 

NOT FOR DISTRIBUTION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR TO U.S. PERSONS) (OTHER THAN, IN THE CASE OF THE EQUITY PLACEMENT AND THE CONCURRENT DELTA PLACEMENT, TO QIBS (EACH AS DEFINED BELOW)), CANADA (EXCEPT TO "ACCREDITED INVESTORS" AND "PERMITTED CLIENTS", EACH AS DEFINED BELOW), AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

THIS DOCUMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION

19 January 2022

GLANBIA CO-OPERATIVE SOCIETY LIMITED ANNOUNCES THE LAUNCH OF EUR 250 MILLION OF EXCHANGEABLE BONDS INTO GLANBIA PLC SHARES AND AN OFFER REPRESENTING APPROXIMATELY 2% OF GLANBIA PLC'S SHARE CAPITAL THROUGH A COMBINED OFFERING

Glanbia Co-operative Society Limited (the "Issuer") announces today the sale of existing ordinary shares (the "Shares"), representing approximately 2% of Glanbia plc's (the "Company") share capital through a private placement to institutional investors to be executed through an accelerated bookbuild offering process (the "Equity Placement Shares") (the "Equity Placement").

Concurrently with the Equity Placement, the Issuer announces an offering of EUR 250 million senior secured bonds due January 2027 (the "Bonds") exchangeable for Shares of Glanbia plc (the "Bond Issue" and together with the Equity Placement, the "Transaction").

The Issuer intends to use the net proceeds from the Transaction to finance the acquisition of Glanbia plc's 40% stake in Glanbia Ireland, as announced on 10 November 2021.

The Bonds will be issued at 100% of their principal amount with a denomination of EUR 100,000 each and, unless previously exchanged, redeemed or purchased and cancelled, will be redeemed at par at their maturity date, expected to be on 27 January 2027, subject to the Issuer's option to alternatively satisfy such obligation by delivering the exchange property and, as the case may be, an additional amount in cash.

The Bonds will bear interest at a fixed rate, within a range of between 1.375% and 1.875% per annum, payable semi-annually in arrear on 27 January and 27 July of each year. The initial exchange price of the Bonds will be set at a premium of between 35% and 40% to the placement price of a Share in the concurrent Equity Placement.

The Bonds will be exchangeable for existing Shares owned by the Issuer. Upon delivery of an exchange notice by a bondholder, the Issuer may elect to pay a cash alternative amount instead of delivering all or some of the relevant pro rata share of the exchange property. The total number of Shares in issue by the Company will not change as a result of the Bond Issue.

The Issuer may, by giving notice to the bondholders (i) at any time from (but excluding) the date of an EGM to (and including) 10 business days following the date of such EGM, if one or more resolutions to approve the purchase by the Issuer of all of the Company's shareholding in Glanbia Ireland (the "Acquisition") have been presented to, but have not been passed by, the Company's independent shareholders at that EGM; and (ii) at any time from (but excluding) 30 September 2022 (the "Long Stop Date") to (and including) 10 business days following the Long Stop Date, if the Acquisition has not completed as at the Long Stop Date, redeem all but not some of the Bonds, at the greater of (i) 102% of the principal amount of the Bonds and (ii) 102% of the fair bond value of the Bonds (to be determined in accordance with the terms and conditions of the Bonds) , in each case together with accrued interest.

The Bonds may also be redeemed at the option of the Issuer in whole but not in part at their principal amount plus accrued interest (i) on or after 17 February 2025 , if the value of the pro rata share of the exchange property deliverable on exchange of a Bond (the "Exchange Property") exceeds 130%  of the principal amount of a Bond for a specified period, (ii) at any time if 15% or less of the Bonds remain outstanding or (iii) at any time if, following a relevant Offer, compulsory acquisition or Scheme of Arrangement (each as defined in the terms and conditions of the Bonds) and prior to the date on which the relevant notice of redemption is given, the Exchange Property consists wholly of cash.

The Bonds will constitute direct, unconditional, unsubordinated obligations of the Issuer and will benefit from an Irish law fixed charge over the Exchange Property.

The Banks have informed the Issuer that concurrently with the Transaction they intend to conduct a simultaneous placement of existing Shares (the "Delta Shares") on behalf of certain subscribers of the Bonds of up to EUR 40 million (the "Concurrent Delta Placement", together with the Equity Placement, the "Placement") at the placing price of the Equity Placement. The Issuer and the Company will not receive any proceeds from the Concurrent Delta Placement. Subscribers of Bonds participating in the Concurrent Delta Placement, if any, will bear all costs associated therewith and any and all customary broking commissions.

The Company has confirmed to the Issuer that it wishes to meaningfully participate in the Equity Placement by placing an order for up to 30% of the Equity Placement Shares so offered and any shares so acquired by the Company will be cancelled.

The final terms of the Equity Placement and of the Bond Issue are expected to be announced tomorrow morning before opening through a separate press release. Settlement of the Bonds is expected to take place on or about 27 January 2022. Settlement of the Equity Placement and Concurrent Delta Placement is expected to take place on or about 24 January 2022.

Application is expected to be made for the Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange, and such admission to trading is expected prior to the first interest payment date (expected to be on 27 July 2022 ).

The Issuer has agreed to a lock-up in respect of its shares in the Company ending 90 days after the later of (i) the settlement date of the Placement and (ii) the settlement date in respect of the Bonds, subject to customary exceptions and waiver by the Joint Global Coordinators of the Transaction.

The Bonds, the Delta Shares and the Equity Placement Shares will be offered to institutional investors only. None of the Bonds, the Delta Shares nor the Equity Placement Shares has been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States. The Bonds will be offered and sold only outside the United States to persons who are not "U.S. persons" ("U.S. Persons") as defined in and in compliance with Regulation S under the Securities Act. The Delta Shares and Equity Placement Shares will be offered and sold outside the United States in compliance with Regulation S and may be offered in the United States (in relation to the Equity Placement and Concurrent Delta Placement only) solely to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements of the Securities Act. There will no offers or sales to investors in Australia, South Africa, Canada (except to "Accredited Investors" and "Permitted Clients", as defined below, in relation to the Equity Placement and Concurrent Delta Placement only) or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.

BNP PARIBAS and HSBC are acting as Joint Global Coordinators and, together with RABOBANK (acting in cooperation with its distribution partner Kepler Cheuvreux) as Joint Bookrunners of the Transaction. GOODBODY is acting as a Joint Global Coordinator of the Equity Placement and as a Co-Manager of the Bond Issue (together with BNP PARIBAS, HSBC and RABOBANK, the "Banks").

 

*  *  *

Important Notice

 

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY BONDS AND/OR THE SHARES TO BE DELIVERED ON EXCHANGE OF THE BONDS AND/OR THE DELTA SHARES AND/OR THE EQUITY PLACEMENT SHARES (TOGETHER THE "SECURITIES") IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITEIS LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE BONDS WILL BE OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS IN COMPLIANCE WITH REGULATION S. THE EQUITY PLACEMENT SHARES AND THE DELTA SHARES WILL BE OFFERED AND SOLD OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S AND MAY BE OFFERED IN THE UNITED STATES SOLELY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS") (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS DOCUMENT MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND SHOULD NOT BE DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE SECURITIES IS BEING MADE IN THE UNITED STATES.

 

NO PROSPECTUS OR OTHER OFFERING DOCUMENT HAS BEEN OR WILL BE SUBMITTED TO ANY REGULATORY AUTHORITY IN RELATION TO THE TRANSACTION AND THE CONCURRENT DELTA PLACEMENT AND THE COMMITMENTS OF INVESTORS OR PLACEES PROCURED BY THE BANKS WILL BE MADE SOLELY ON THE BASIS OF PUBLICLY-AVAILABLE INFORMATION. NO ACTION HAS BEEN TAKEN BY ANY PERSON THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR THE DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ACCORDINGLY, THE SECURITIES ARE NOT BEING AND MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO ANY SUCH JURISDICTION. THIS DOCUMENT HAS BEEN PROVIDED FOR YOUR INFORMATION AND IS SUBJECT TO AMENDMENT. NEITHER THIS DOCUMENT NOR ANYTHING CONTAINED HEREIN, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES, NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER.

 

THIS IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY AND ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO, WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE CONDUCTED SUBJECT TO CONTRACT.

 

THE INFORMATION IN THIS DOCUMENT DOES NOT PURPORT TO BE COMPREHENSIVE AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE BANKS, ANY OF THEIR RESPECTIVE GROUP UNDERTAKINGS OR AFFILIATES OR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY ANY BANK OR BY ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES AS TO OR IN RELATION TO THE ACCURACY, COMPLETENESS, CORRECTNESS OR SUFFICIENCY OF THIS DOCUMENT, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFORE IS HEREBY EXPRESSLY DISCLAIMED. THE INFORMATION CONTAINED IN THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT NOTICE AND MAY NOT CONTAIN ALL MATERIAL INFORMATION RELATING TO THE PRODUCTS, INVESTMENT AND TRANSACTION REFERRED TO HEREIN. NONE OF THE ISSUER, THE BANKS NOR ANY OF THEIR RESPECTIVE GROUP UNDERTAKINGS OR AFFILIATES GIVE ANY UNDERTAKING TO PROVIDE THE RECIPIENT WITH ACCESS TO ANY ADDITIONAL INFORMATION OR TO UPDATE THIS DOCUMENT OR ANY ADDITIONAL INFORMATION OR TO CORRECT ANY INACCURACIES IN IT WHICH MAY BECOME APPARENT, AND IT RESERVES THE RIGHT, WITHOUT GIVING REASONS, AT ANY TIME AND IN ANY RESPECT TO AMEND OR TERMINATE THE PROPOSALS DESCRIBED HEREIN.

 

ANY PROSPECTIVE INVESTOR IN THE SECURITIES REFERRED TO IN THIS DOCUMENT SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE ISSUER, THE COMPANY OR THE BANKS MAKES ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

 

COPIES OF THIS DOCUMENT ARE NOT BEING, AND MUST NOT BE, MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES (OR TO U.S. PERSONS), (IN RELATION TO THE EQUITY PLACEMENT AND CONCURRENT DELTA PLACEMENT ONLY) EXCEPT UNLESS TO OR FROM A QIB, OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS RECEIVING THIS DOCUMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE UNITED STATES (OR TO U.S. PERSONS), (IN RELATION TO THE EQUITY PLACEMENT AND CONCURRENT DELTA PLACEMENT ONLY) EXCEPT UNLESS TO OR FROM A QIB, OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS.

 

ANY ALLOCATION OF THE BONDS DESCRIBED IN THIS DOCUMENT WILL BE MADE EXPRESSLY SUBJECT TO THE CONDITION THAT ANY OFFERING OF THE BONDS COMPLETES AND THAT THE BONDS ARE ISSUED. IN PARTICULAR, IT SHOULD BE NOTED THAT ANY SUCH OFFERING AND FORMAL DOCUMENTATION RELATING THERETO WILL BE SUBJECT TO CONDITIONS PRECEDENT AND TERMINATION EVENTS, INCLUDING THOSE WHICH ARE CUSTOMARY FOR SUCH AN OFFERING. ANY SUCH OFFERING WILL NOT COMPLETE UNLESS SUCH CONDITIONS PRECEDENT ARE FULFILLED AND ANY SUCH TERMINATION EVENTS HAVE NOT TAKEN PLACE OR THE FAILURE TO FULFIL SUCH A CONDITION PRECEDENT OR THE OCCURRENCE OF A TERMINATION EVENT HAS BEEN WAIVED, IF APPLICABLE. THE JOINT BOOKRUNNERS RESERVE THE RIGHT TO EXERCISE OR REFRAIN FROM EXERCISING THEIR RIGHTS IN RELATION TO THE FULFILMENT OR OTHERWISE OF ANY SUCH CONDITION PRECEDENT OR THE OCCURRENCE OF ANY TERMINATION EVENT IN SUCH MANNER AS THEY MAY DETERMINE IN THEIR ABSOLUTE DISCRETION.

 

EACH OF BNP PARIBAS, GOODBODY STOCKBROKERS UC, HSBC CONTINENTAL EUROPE AND COÖPERATIEVE RABOBANK U.A. IS ACTING EXCLUSIVELY FOR THE ISSUER IN CONNECTION WITH THE TRANSACTION AND NO ONE ELSE AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE ISSUER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE TRANSACTION OR ANY OTHER MATTER REFERRED TO HEREIN.

 

BNP PARIBAS IS BASED IN PARIS, IS AUTHORISED AND SUPERVISED BY THE EUROPEAN CENTRAL BANK (ECB), AS PART OF THE SINGLE SUPERVISORY MECHANISM (SSM), THE FRENCH PRUDENTIAL SUPERVISORY AND RESOLUTION AUTHORITY (L'AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION) (ACPR) AS THE FRENCH NATIONAL COMPETENT AUTHORITY. IT IS ALSO SUPERVISED BY THE FRENCH FINANCIAL MARKETS AUTHORITY (L'AUTORITÉ DES MARCHÉS FINANCIERS) (AMF) FOR THE ACTIVITIES CARRIED OUT OVER FINANCIAL INSTRUMENTS OR IN FINANCIAL MARKETS. BNP PARIBAS, LONDON BRANCH IS DEEMED AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY AND WITH DEEMED VARIATION OF PERMISSION. SUBJECT TO REGULATION BY THE FINANCIAL CONDUCT AUTHORITY AND LIMITED REGULATION BY THE PRUDENTIAL REGULATION AUTHORITY.

 

GOODBODY STOCKBROKERS UC, TRADING AS GOODBODY, IS REGULATED BY THE CENTRAL BANK OF IRELAND. IN THE UK, GOODBODY IS ALSO SUBJECT TO REGULATION BY THE FINANCIAL CONDUCT AUTHORITY. GOODBODY IS A MEMBER OF EURONEXT DUBLIN AND THE LONDON STOCK EXCHANGE. GOODBODY IS A MEMBER OF THE GROUP OF COMPANIES HEADED BY AIB GROUP PLC.

 

HSBC CONTINENTAL EUROPE IS BASED IN PARIS, IS AUTHORISED AND SUPERVISED BY THE EUROPEAN CENTRAL BANK (ECB), AS PART OF THE SINGLE SUPERVISORY MECHANISM (SSM), THE FRENCH PRUDENTIAL SUPERVISORY AND RESOLUTION AUTHORITY (L'AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION) (ACPR) AS THE FRENCH NATIONAL COMPETENT AUTHORITY. IT IS ALSO SUPERVISED BY THE FRENCH FINANCIAL MARKETS AUTHORITY (L'AUTORITÉ DES MARCHÉS FINANCIERS) (AMF) FOR THE ACTIVITIES CARRIED OUT OVER FINANCIAL INSTRUMENTS OR IN FINANCIAL MARKETS.

 

COÖPERATIEVE RABOBANK U.A. HAS ITS STATUTORY SEAT IN AMSTERDAM AND IS REGISTERED WITH THE DUTCH CHAMBER OF COMMERCE UNDER NUMBER 30046259. COÖPERATIEVE RABOBANK U.A. IS AUTHORISED BY THE DUTCH CENTRAL BANK (DE NEDERLANDSCHE BANK), REGULATED BY THE NETHERLANDS AUTHORITY FOR THE FINANCIAL MARKETS (AUTHORITEIT FINANCIËLE MARKTEN, AFM) AND SUBJECT TO LIMITED REGULATION IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY AND PRUDENTIAL REGULATION AUTHORITY IN RESPECT OF ITS UK ACTIVITIES.

 

POTENTIAL INVESTORS WHO ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER. IT SHOULD BE REMEMBERED THAT THE PRICE OF SECURITIES AND THE INCOME FROM THEM CAN GO DOWN AS WELL AS UP.

EEA RESTRICTIONS AND DEEMED INVESTOR REPRESENTATIONS

 

THIS DOCUMENT, THE TRANSACTION AND THE CONCURRENT DELTA PLACEMENT WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN, MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") (EACH, A "MEMBER STATE"), AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF REGULATION 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED INVESTORS"). EACH PERSON IN A MEMBER STATE WHO INITIALLY ACQUIRES ANY SECURITIES OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE SECURITIES THAT ARE LOCATED IN A MEMBER STATE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS AN EEA QUALIFIED INVESTOR.

 

SOLELY FOR THE PURPOSES OF EACH MANUFACTURER'S PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT OF THE SECURITIES HAS LED TO THE CONCLUSION THAT (A) THE TARGET MARKET FOR THE SECURITIES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN DIRECTIVE 2014/65/EU (AS AMENDED) ("MIFID II"); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE SECURITIES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE SECURITIES (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION EACH MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE SECURITIES (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET  MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

 

THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OROTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2016/97/EU, AS AMENDED, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE "EU PRIIPS REGULATION") FOR OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THESECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE EU PRIIPS REGULATION .

 

UK RESTRICTIONS AND DEEMED INVESTOR REPRESENTATIONS

 

THIS DOCUMENT, THE TRANSACTIONAND THE CONCURRENT DELTA PLACEMENT WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN, THE UNITED KINGDOM (THE "UK"), AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "EUWA") ("UK QUALIFIED INVESTORS"). EACH PERSON IN THE UK WHO INITIALLY ACQUIRES ANY SECURITIES OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE SECURITIES THAT ARE LOCATED IN THE UK WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A UK QUALIFIED INVESTOR.

 

IN ADDITION, IN THE UK, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON IN THE UK BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UK AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UK.

 

THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE UK. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUWA; OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE "FSMA") AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUWA. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUWA, (THE "UK PRIIPS REGULATION") FOR OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

 

CANADA SELLING RESTRICTIONS AND DEEMED INVESTOR REPRESENTATIONS

 

THIS DOCUMENT AND THE EQUITY PLACEMENT WHEN MADE ARE ONLY ADDRESSED TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO) (THE "OSA"), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS ("NI 31-103"). EACH PERSON IN CANADA WHO INITIALLY ACQUIRES ANY SHARES OR TO WHOM ANY OFFER OF SHARES MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A PERSON PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT IS AN ACCREDITED INVESTOR, AS DEFINED IN NI 45-106 OR SUBSECTION 73.3(1) OF THE OSA, AND A PERMITTED CLIENT, AS DEFINED IN NI 31-103.

 

 

THE ISSUER AND THE BANKS WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS, ACKNOWLEDGEMENTS, AND AGREEMENTS

 

 

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