Placing by ABB of up to approximately 86.5m shares
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, SWITZERLAND OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, THE UNITED KINGDOM, BELGIUM, FRANCE, GERMANY AND THE NETHERLANDS (TOGETHER "ELIGIBLE MEMBER STATES"), AND THEN, ONLY TO PERSONS IN ELIGIBLE MEMBER STATES WHO ARE NOT RETAIL INVESTORS) OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This Announcement is not an offer of securities for sale in the United States or any other jurisdiction. This Announcement is not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this Announcement except solely on the basis of information in this Announcement in connection with the admission of new Ordinary Shares in the share capital of the Company to the Official List of Euronext Dublin and to trading on Euronext Dublin. This Announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this Announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
This Announcement contains inside information within the meaning of the EU Market Abuse Regulation 596/2014.
13 June 2019
Irish Residential Properties REIT plc
(the "Company" or "I•RES")
Placing by way of Accelerated Bookbuild of up to approximately 86.5 million Ordinary Shares
Introduction
I•RES, an Irish real estate investment trust listed on Euronext Dublin, today announces its intention to undertake a Placing of up to approximately 86.5 million new Ordinary Shares.
The Placing is being conducted through an accelerated bookbuilding process which will be launched immediately following this Announcement and which is expected to close no later than 5.00 p.m. (Dublin time) on 13 June 2019.
Highlights
· Intention to undertake a placing of up to approximately 86.5 million new Ordinary Shares in two tranches:
o The First Tranche consists of approximately 43.4 million Ordinary Shares pursuant to the existing authorities granted by Shareholders at the 2019 AGM and conditional only on the terms of the Placing Agreement and on Admission.
o The Second Tranche consists of a placing of up to approximately 43.1 million Ordinary Shares conditional on the passing of the Resolution at the EGM, the terms of the Placing Agreement and on Admission.
· Admission of the First Tranche Shares and the Second Tranche Shares is expected to occur on 17 June 2019 and 10 July 2019 respectively. Only Admission of the Second Tranche Shares is conditional on the passing of the Resolution at the EGM.
· The net proceeds will enable I•RES to take advantage of its existing pipeline of acquisition and development opportunities including, as appropriate, reducing amounts drawn under its credit facility in respect of acquisitions and specific capital investments.
· As announced today, the Company intends to proceed with an immediate investment opportunity by acquiring a significant residential property portfolio of 815 units primarily in the Dublin area for an expected purchase price of approximately €285 million (the "Marathon Portfolio").
Commenting on today's Announcement, Margaret Sweeney, the Company's Chief Executive Officer, said:
"With today's announcement regarding the Marathon Portfolio we are very well positioned to continue our strategy for growth and investment in new supply of rental accommodation as well as building a leading, sustainable residential rental business in the Irish market. Upon successful completion of the Marathon Portfolio acquisition, the company will have grown its portfolio to 3,568 residential units since our IPO. In addition, the company has the opportunity to deploy capital at attractive yields on a pipeline of both acquisition and own-development properties."
Davy and Investec have been appointed as Joint Global Coordinators and Joint Bookrunners and TD Securities has been appointed as Joint Bookrunner in relation to the Placing. Barclays is acting as Co-Lead Manager on the Placing. Investec is sole Sponsor to the Company in connection with its listing on the Official List of Euronext Dublin.
For further information please contact:
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Irish Residential Properties REIT plc |
+353 1 557 0974 |
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Margaret Sweeney, Chief Executive Officer |
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Davy (Joint Global Coordinator) |
+353 1 679 6363 |
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Ronan Godfrey |
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Brian Ross |
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Brian Garrahy |
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Orla Cowzer
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Investec Bank plc including its Irish Branch (Joint Global Coordinator and Sponsor) |
+353 1 421 0000 |
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Tommy Conway |
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Shane Lawlor |
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David Anderson Anthony Murray
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TD Securities Inc. (Joint Bookrunner) |
+1 416 307 8500 |
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Denise D'Avella |
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Colin Eadie
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Media Requests |
+353 87 259 7644 |
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Q4PR, Gerry O'Sullivan |
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Background to and Reasons for the Placing
Since its successful initial public offering in April 2014 on the Main Market of The Irish Stock Exchange plc (now trading as Euronext Dublin), and follow-on placing and open offer in March 2015, I•RES has established a high-quality and strong-performing Private Rental Sector ("PRS") investment portfolio that has delivered strong and attractive shareholder returns.
As at 31 December 2018, I•RES' portfolio was comprised of 2,679 high-quality, modern assets with an average age of 9.5 years in desirable locations in Dublin that attract tenants seeking long-term, professionally-managed accommodation. In addition, since 31 December 2018, I•RES has announced further acquisition and forward-purchase agreements that will increase the portfolio to 3,068 units once completed as well as having the opportunity to develop up to 628 additional units on its existing sites (of which 116 units already have planning approval with the remaining 512 units in the planning process). It is expected that these existing opportunities will, in due course, increase the portfolio to 3,696 units.
I•RES' assets portfolio, as at 31 December 2018, was valued at approximately €921.5 million with an EPRA net asset value of approximately €619.6 million (equivalent to €1.42 per Ordinary Share in issue as at 31 December 2018). The gross yield at fair value of the existing portfolio as at its valuation on 31 December 2018 was approximately 6.1% and the portfolio LTV was approximately 33.6% which is significantly lower than the Company's target maximum LTV of 45%. In the year ended 31 December 2018, the existing portfolio generated gross rental income of approximately €50.6 million and EPRA Earnings of approximately €27.8 million and declared and paid total dividends of 5.6 cent per Ordinary Share.
Despite continued improvement in housing output in Ireland during 2018, a significant shortage of accommodation still remains the most pressing issue within the housing market. Supply remains constrained, with housing completions in Ireland projected at 24,000 units in 2019 and 28,500 units in 2020, less than the estimated requirement of c. 35,000 units per annum. On the demand side, the Irish economy remains one of the fastest-growing in the European Union with the European Commission forecasting GDP growth of 3.8% in 2019. Continuing population growth and increasing employment (with unemployment now below 5%) supports continued strong demand for rented residential accommodation.
In executing its growth strategy, I•RES seeks to allocate its capital to generate stable and growing dividends and strong shareholder returns. In this regard, I•RES' strategy is underpinned by a pipeline of opportunities across the following three strands:
· Acquisition of completed assets
· Development partnerships
· Development of existing I•RES properties
The Board regularly reviews sources of capital available to the Company against its potential pipeline. In this regard, during April 2019, the Company announced that it had entered into a new €450 million revolving and accordion credit facility which could extend up to €600 million (subject to certain conditions). As announced separately this morning, the Company has exercised its option under the Company's revolving and accordion credit facility to extend its committed facilities from €450 million to €600 million and has amended the credit facility to include a new uncommitted accordion facility in the amount of €50 million. After careful consideration, the Directors believe that it is now also an appropriate time for the Company to raise additional capital in order to position the Company to take account of its existing growth pipeline and immediate acquisition opportunities to deploy capital. Assuming the completion of the Placing and the acquisition of the Marathon Portfolio and existing commitments of the Company in 2019, the Company expects to then have a pro-forma LTV of approximately 45%.
Use of Proceeds
Subject to, inter alia, the passing of the Resolution and Admission of the Ordinary Shares to trading, the Company intends to use the net proceeds received from the Placing, for the acquisition of the Marathon Portfolio. In the event that the acquisition by I•RES of the Marathon Portfolio does not proceed, then the net proceeds received from the Placing will be used by the Company as follows:
· The First Tranche amount, which is being placed under the Company's existing authorities to allot new Shares as passed at the 2019 AGM, will be used to fund the cost of developing apartments at Hansfield Wood (Dublin 15) and the forward-purchase commitments of the Taylor Hill (Balbriggan, Co. Dublin) and Semple Wood (Donabate, Co. Dublin) acquisitions, including the repayment of debt under the Company's credit facility used to fund initial deposits and payments on the relevant agreements entered into by the Company.
· Conditional on the passing of the Resolution, the Second Tranche amount will be used to fund the Company's acquisition and development pipeline.
Marathon Portfolio
As announced today the Board has approved the acquisition of the Marathon Portfolio, comprising of 815 residential units across 16 high-quality developments for a total purchase price of €285 million (including VAT but excluding other transaction costs). I•RES expects to exchange contracts on or before 14 June 2019 and, subject to the satisfaction of certain conditions (including the approval of the Competition and Consumer Protection Commission in Ireland), the acquisition is expected to complete during August 2019.
Details of the Placing
The Placing is being made in two tranches. The First Tranche of the Placing consists of a placing of approximately 43.4 million First Tranche Shares, conditional only on the terms of the Placing Agreement and on Admission. The Second Tranche of the Placing consists of a conditional placing of up to approximately 43.1 million Second Tranche Shares, conditional on the passing of the Resolution at the EGM, on the terms of the Placing Agreement and on Admission.
The Placing Shares equal, in number, up to approximately 19.95 per cent of the Ordinary Shares in issue immediately before completion of the First Tranche of the Placing. The Placing Shares, when issued, will rank pari passu in all respects with the Existing Issued Share Capital with regard to dividend entitlements, interests and all other rights and obligations attaching to the Ordinary Shares.
Completion of the First Tranche of the Placing is not conditional on the completion of the Second Tranche of the Placing. The Placing is not being underwritten.
The Company has, along with its advisers, carefully considered various possible offer structures and sought to balance the potential for dilution to non-participating Shareholders with the benefits to Shareholders as a whole. Accordingly, although the Placing will be undertaken on a non-pre-emptive basis, the Company will take account of the principles of pre-emption as far as practicable by seeking to allocate Placing Shares to Shareholders who account for a significant majority of the Ordinary Shares already in issue and who will participate in the Placing at least up to what would be the equivalent of their pre-emptive entitlement.
CAPREIT Shareholding
CAPREIT is the parent company of CAPREIT LP which wholly owns and controls the Company's alternative investment fund manager, IRES Fund Management Limited. CAPREIT also beneficially owns approximately 18% of the Existing Issued Share Capital (held through CAPREIT QIAIF). For these reasons CAPREIT LP is a related party of the Company for the purposes of the Listing Rules.
The Company has been advised that CAPREIT intends to apply to participate in the Placing (through CAPREIT QIAIF) such that it wishes to at least maintain its percentage holding in the Company. CAPREIT has also indicated its intention to vote in favour of the Resolution at the EGM.
Extraordinary General Meeting
The EGM is expected to be held at McCann FitzGerald, Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland at 2.00 p.m. on Tuesday, 9 July 2019, at which Shareholders will be asked to consider, and, if thought fit, to pass the Resolution. The issue of the Second Tranche Shares is conditional on the passing of the Resolution. If the Resolution is not passed by Shareholders at the EGM, the Second Tranche Shares will not be issued and the proceeds from the Placing in respect of the Second Tranche Shares will not be available to the Company.
Expected Timetable of Principal Events
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Event |
Time and Date |
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Announcement of Placing |
13 June 2019 |
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Announcement of results of the Placing |
13 June 2019 |
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Date of publication of the Circular |
14 June 2019 |
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Admission and settlement of First Tranche Shares |
17 June 2019 |
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Latest time and date for receipt of Forms of Proxy for the EGM |
2.00 p.m. on 7 July 2019 |
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EGM |
2.00 p.m. on 9 July 2019 |
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Announcement of results of EGM |
9 July 2019 |
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Admission and settlement the Second Tranche Shares |
10 July 2019
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The times and dates set out in the expected timetable and mentioned throughout this Announcement may, in certain circumstances, be adjusted by the Company, in which case details of the new times and dates will be notified, as required by way of an announcement issued via a Regulatory Information Service to Euronext Dublin and where appropriate, Shareholders. All references to times in this Announcement are to Dublin standard time unless otherwise stated.
Definitions Used In This Announcement
"2019 AGM" means the annual general meeting of the Company held on 28 May 2019;
"Admission" means the admission of the First Tranche Shares or as the context requires the Second Tranche Shares to trading on the Official List of Euronext Dublin;
"Alternative Investment Fund Managers Directive" or "AIFMD" means Directive 2011/61/EU as amended;
"Announcement" means this announcement used by the Company (including the Appendix hereto);
"Barclays" means Barclays Bank PLC;
"Board" means the board of directors of the Company;
"Bookbuild" means the bookbuilding process in respect of the Placing;
"CAPREIT" means Canadian Apartment Properties Real Estate Investment Trust;
"CAPREIT LP" means CAPREIT Limited Partnership, a subsidiary of CAPREIT and a limited partnership established and existing under the laws of the Province of Manitoba;
"CAPREIT QIAIF" means CAPREIT's qualifying investor alternative investments fund, Irish Residential
Properties Fund;
"Circular" means a circular to the Shareholders setting out details of the proposal to be considered at the EGM, including the notice of the EGM;
"Co-Lead Manager" means Barclays;
"CREST" means the system of paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations;
"CREST Regulations" means the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No. 68 of 1996) of Ireland (as amended);
"Davy" means J&E Davy, trading as Davy;
"Directors" means the directors of the Company from time to time;
"EGM" or "Extraordinary General Meeting" means the extraordinary general meeting of the Company to be held at McCann Fitzgerald, Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland, at 2.00 p.m. on Tuesday, 9 July 2019;
"Eligible Member States" means Ireland, the United Kingdom, Belgium, France, Germany and the Netherlands;
"Euronext Dublin" means The Irish Stock Exchange plc, trading as Euronext Dublin;
"Exchange Information" means information contained in this Announcement and any information publicly announced to a RIS by or on behalf of the Company prior to the date of this announcement;
"Excluded Territory" means any Ineligible Member State, the United States, Australia, Canada, New Zealand, Japan or South Africa or any other jurisdiction where the availability of the Placing would breach applicable law;
"Existing Issued Share Capital" means the 434,153,946 Ordinary Shares in issue on the Latest Practicable Date;
"FINMA" means the Swiss Financial Market Supervisory Authority;
"First Admission" means the admission of the First Tranche Shares to listing on the Official List of Euronext Dublin and to trading on Euronext Dublin;
"First Tranche of the Placing" means that part of the Placing which relates to the First Tranche Shares and which is not conditional on the passing of the Resolution;
"First Tranche Shares" means approximately 43.4 million new Ordinary Shares to be allotted and issued by the Company as part of the Placing pursuant to the existing allotment authority granted to the Directors by Shareholders at the 2019 AGM, at the Placing Price;
"FPO" mean the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended;
"FSMA" means the Financial Services and Markets Act 2000;
"Ineligible Member State" means any Member State of the European Economic Area which is not an Eligible Member State;
"Investec" means Investec Bank plc a company incorporated under the laws of England and Wales under registration number 489604 and having its registered office at 2 Gresham Street, London EC2V 7QP, England, and registered with the Irish Companies Registration Office under number 904428 as an external company and has a registered branch office at The Harcourt Building, Harcourt Street, Dublin 2, Ireland, its Irish Branch;
"Investment Manager" means IRES Fund Management Limited;
"Joint Bookrunners" means Davy, Investec and TD Securities and "Joint Bookrunner" means any one of them;
"Latest Practicable Date" means 13 June 2019, being the latest practicable date prior to the release of this Announcement;
"Listing Rules" means the listing rules of Euronext Dublin;
"LTV" means loan to value;
"MAR" means the Market Abuse Regulation (EU) No. 596/2014;
"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments as amended;
"MiFID II Product Governance Requirements" means together MiFID II, Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and local implementing measures;
"MUSII" means a "Major US Institutional Investor" as defined in Rule 15a-6 under the Securities Exchange Act of 1934, as amended
"Official List" means the Official List of Euronext Dublin;
"Ordinary Shares" means the Ordinary Shares of €0.10 each in the capital of the Company;
"Placees" means persons who are invited to and who choose to participate in the Placing;
"Placing" means the allotment and issue of the Placing Shares by the Company;
"Placing Agreement" means the placing agreement in respect of the Placing dated 13 June 2019 between the Company, Davy, Investec, TD Securities and the Investment Manager;
''Placing Price'' means the price per Placing Share as derived from the accelerated bookbuilding process described in this announcement;
"Placing Shares" means the First Tranche Shares and, subject to the passing of the Resolution, the Second Tranche Shares, being, in aggregate, up to approximately 86.5 million new Ordinary Shares to be allotted and issued by the Company pursuant to the Placing;
"Pricing Information" means the pricing information expected to be published by the Company in a placing results announcement on or about 13 June 2019;
"QIB" means a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act;
"Regulations" means the Criminal Justice Act 1993, MAR, section 118 of FSMA, the European Union (Market Abuse) Regulations 2016 (S.I. No. 349 of 2016) of Ireland, the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (as amended) and the Rules issued by the Irish Central Bank under Section 1370(2) of the Companies Act 2014 of Ireland and in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013 of Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the Financial Conduct Authority of the United Kingdom and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof;
"Regulation S" means Regulations S of the U.S. Securities Act 1933;
"Relevant Persons" or "Relevant Person" has the meaning given in the Terms and Conditions of the Placing located in the Appendix to this Announcement;
"Resolution" means the special resolution to be proposed at the EGM as set out in the Circular;
"Related Party Transaction" has the meaning given to that term in the Listing Rules;
"RIS" means a Regulatory Information Service as defined the Listing Rules;
"Second Admission" means the admission of the Second Tranche Shares to listing on the Official List of Euronext Dublin and to trading on Euronext Dublin;
"Second Tranche of the Placing" means that part of the Placing which relates to the Second Tranche Shares and which is conditional on the passing of the Resolution;
"Second Tranche Shares" means up to approximately 43.1 million new Ordinary Shares to be allotted and issued by the Company as part of the Placing at the Placing Price, conditional (inter alia) on the passing of the Resolution;
"Shareholders" means holders of Ordinary Shares;
"SIX" means the SIX Swiss Exchange;
"Target Market Assessment" means a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) investors who meet the criteria of professional clients and (b) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II;
"TD Securities" means TD Securities Inc., a corporation incorporated under the laws of the Province of Ontario in Canada with its registered office at 66 Wellington Street West, TD Tower, 9th Floor, Toronto, Ontario, Canada; and
"U.S. Securities Act" means the U.S. Securities Act 1933 as amended.
IMPORTANT NOTICE
This Announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from any Excluded Territory.
This Announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States (of from/to any US Person). Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act or (ii) an available exemption from registration under the U.S. Securities Act. The Placing Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States or any US Person and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act. No public offering of the Placing Shares is being made in the United States.
This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any Excluded Territory. This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in any Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, the Joint Bookrunners or the Co-Lead Manager 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 publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.
This Announcement and any offer if made subsequently is subject to AIFMD. This Announcement and any offer if made subsequently is directed only at professional investors in the Eligible Member States. The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any Ineligible Member State. This Announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State. The attention of all Shareholders and any prospective investors in the Company, through the Placing or otherwise, is drawn to disclosures required to be made under the AIFMD from time to time and which are available on the Company's website: www.iresreit.ie (including as set out in its most recent annual report and accounts).
This Announcement, including this Notice and any Appendices (together, this Announcement), and the information contained herein are restricted and are not for publication, release or distribution, directly or indirectly, in or into or from any Excluded Territory. No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person.
The Company and the Ordinary Shares are not and will not be registered with FINMA. No Swiss representatives and no Swiss paying agent have been appointed. This announcement and/or any other offering materials relating to the Company may be made available in Switzerland solely to Regulated Qualified Investors. The Ordinary Shares may not be publicly offered in Switzerland and will not be listed on the SIX or on any other stock exchange or regulated trading facility in Switzerland. This Announcement has been prepared without regard to the disclosure standards under Article 652a of the Swiss Code of Obligations or the disclosure standards under Article 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland. No prospectus or other offering or marketing material relating to the Ordinary Shares or the Company have been or will be filed with or approved by any Swiss regulatory authority. In particular, this Announcement has not been filed with, and the offering of the Ordinary Shares will not be supervised by FINMA.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the Ordinary Shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than Euronext Dublin.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been issued by and is the sole responsibility of the Company. Neither the Joint Bookrunners, nor the Co-Lead Manager, nor any of their respective affiliates accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Joint Bookrunners or the Co-Lead Manager or any of their respective affiliates or agents in connection with the Company or the Placing Shares. The Joint Bookrunners and the Co-Lead Manager and each of their respective affiliates or agents accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or the Co-Lead Manager or any of their respective affiliates or agents as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
Davy, which is regulated in Ireland by the Central Bank of Ireland is acting as a Joint Bookrunner and Joint Global Co-ordinator for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
Investec, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the Central Bank of Ireland for conduct of business rules and the Prudential Regulatory Authority, is acting for the Company as a Joint Bookrunner and Joint Global Co-ordinator and for no one else in connection with the Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
TD Securities, which is registered as an investment dealer under the securities legislation of all provinces and territories of Canada and a member of the Investment Industry Regulatory Organization of Canada, is acting exclusively for the Company as Joint Bookrunner and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Announcement or for providing any advice in relation to the Placing and/or any other matter referred to in this Announcement.
Barclays Bank PLC, acting through its investment bank, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated in the United Kingdom by the Financial Conduct Authority and Prudential Regulatory Authority, is acting exclusively for the Company and no one else in connection with the Placing, and will not regard any other person as its client in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Announcement or for providing any advice in relation to the Placing or any arrangement referred to, or information contained, in this announcement.
In connection with the Placing, each of the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates, acting as investors for their own accounts, may purchase Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates and agents acting in such capacity. In addition, the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners and the Co-Lead Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners or the Co-Lead Manager.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement speaks only as of the date of this Announcement and is subject to change without notice and the Company, the Joint Bookrunners and the Co-Lead Manager or any of their respective affiliates and agents or advisers do not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the Central Bank of Ireland or by applicable law. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. 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. 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within the MiFID II Product Governance Requirements, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners and the Co-Lead Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Appendix I
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THIS "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY THE JOINT BOOKRUNNERS OR THE CO-LEAD MANAGER WHO ARE:
(A) PERSONS IN ELIGIBLE MEMBER STATES WHO ARE "PROFESSIONAL INVESTORS" FOR THE PURPOSES OF DIRECTIVE 2011/61/EU AS AMENDED (THE "ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE" OR "AIFMD"); AND
(B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER" OR "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA");
(C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED;
(D) IF IN THE UNITED STATES, BOTH "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") AND "MAJOR US INSTITUITIONAL INVESTORS" AS DEFINED IN RULE 15A-6 UNDER THE SECURITES EXCHANGE ACT OF 1934, AS AMENDED; OR
(E) IF IN CANADA, PERSONS WHO ARE "ACCREDITED INVESTORS" AS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS AND SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND "PERMITTED CLIENTS" AS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS THAT ARE NOT INDIVIDUALS,
(ALL PERSONS LISTED IN (A) TO (E) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS" AND EACH A "RELEVANT PERSON")
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
This Announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive as implemented by Member States of the European Economic Area. This Announcement and any offer if made subsequently is directed only at professional investors in the Eligible Member States. The Investment Manager, the Company's alternative investment fund manager, has not passported its authorisation to market shares in the Company in accordance with AIFMD in an Ineligible Member State. This Announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State. The attention of all prospective investors is drawn to disclosures required to be made under AIFMD which are set out on the Company's website (including as set out in its most recent annual report and accounts).
The Placees, by making an oral or written offer to acquire Placing Shares pursuant to the terms of the Placing, including funds or others on whose behalf a commitment to acquire Placing Shares in the Placing is given, will: (i) be deemed to have read and understood this Announcement and the Pricing Information and made available to Placees, in their entirety; and (ii) be making such offer on the terms and conditions of the Placing contained in this Appendix and the Pricing Information, including providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements, agreements and undertakings, set out therein and in this Announcement.
This Announcement does not constitute investment advice or an offer to underwrite, sell or issue or the solicitation of an offer to buy, subscribe for, or otherwise acquire or dispose of, Ordinary Shares in an Excluded Territory. No public offer of securities of the Company is being made in the United Kingdom, the United States, Canada or elsewhere.
The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended.
The Placing Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States, and have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The Placing Shares are being offered and sold outside the United States in reliance on Regulation S. Any offering to be made in the United States will be made pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable US state securities laws.
This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, the Investment Manager, the Joint Bookrunners, the Co-Lead Manager 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 publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions. Any investment or investment activity to which this Announcement and the information contained herein relate is available only to Relevant Persons.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The Joint Bookrunners and the Co-Lead Manager do not make any representation to any Placees regarding an investment in the securities referred to in this Announcement (including this Appendix).
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) investors who meet the criteria of professional clients and (b) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners and the Co-Lead Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (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.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Co-Lead Manager have today entered into the Placing Agreement under which, subject to the conditions set out in that agreement, the Joint Bookrunners and the Co-Lead Manager, as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure placees for the Placing Shares at a price to be determined following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"), described in this Announcement and provided for in the Placing Agreement. The Placing is not being underwritten.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares.
The First Tranche Shares will be issued free of any pre-emption rights, encumbrance, lien or other security interest. The Second Tranche Shares will, subject to approval by the Shareholders at the EGM, be issued free of any pre-emption rights, encumbrance, lien or other security interest.
As part of the Placing, the Company has agreed with the Joint Bookrunners and the Co-Lead Manager that it will not issue or sell any Ordinary Shares for a period of 180 days from the date of this Announcement, without the prior consent of the Joint Global Co-ordinators. This agreement is subject to customary exceptions and does not prevent the Company from granting or satisfying exercises of options granted in accordance with the terms of existing employee share schemes of the Company, as disclosed in publicly available information relating to the Company.
Application for admission to trading
Application will be made to Euronext Dublin for First Admission which is expected to occur on 17 June 2019. The First Tranche Shares will be allotted pursuant to the existing authority to issue Ordinary Shares on a non-pre-emptive basis, which was granted to the Directors of the Company by Shareholders at the Company's annual general meeting held on 28 May 2019.
Second Admission is conditional upon the passing of the Resolution, which is proposed to be convened for on or around 9 July 2019. It is expected that Second Admission will become effective on or around 10 July 2019 and that dealings in the Second Tranche Shares will commence at that time.
Bookbuild
The Joint Bookrunners and the Co-Lead Manager will today commence the bookbuilding process in respect of the Placing 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 Co-Lead Manager and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1) The Joint Bookrunners are arranging the Placing severally (and not jointly or jointly and severally) as joint bookrunners and agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Joint Bookrunners, the Co-Lead Manager or the Company. Each of the Joint Bookrunners and the Co-Lead Manager and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
2) The Bookbuild, if successful, will establish a Placing Price payable to the Joint Bookrunners and the Co-Lead Manager (or in the case of certain persons, the Company) by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Company and the Joint Global Co-ordinators following completion of the Bookbuild, and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules. The Placing Price and the number of Placing Shares to be issued will be announced via a RIS following the completion of the Bookbuild.
3) To bid in the Bookbuild, prospective Placees should communicate their bid by telephone (or other such recorded electronic means) to their usual sales contact at one of the Joint Bookrunners or the Co-Lead Manager. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price ultimately established by the Company and the Joint Global Co-ordinators 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 6) below.
4) The Bookbuild is expected to close no later than 5.00 p.m. (Dublin time) on 13 June 2019 but may be closed earlier or later at the discretion of the Joint Global Co-ordinators. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
5) Each Placee's allocation will be confirmed to such Placee orally by the relevant Joint Bookrunner or the Co-Lead Manager as agent for the Company following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's or Co-Lead Manager's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Bookrunner or Co-Lead Manager, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
6) Subject to paragraphs 3) and 4) above, each of the Company and the Joint Bookrunners may, in agreement with each other, choose to accept bids, either in whole or in part, and may scale down any bids on such basis as they may determine. The Company, the Joint Bookrunners may also, notwithstanding paragraphs 3) and 4) above, and subject to prior agreement with each other: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Placing.
7) Subject to paragraphs 3) and 4) above, the Joint Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares.
8) A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and the Pricing Information, will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and legally binding obligation owed to the Joint Bookrunners or, as the case may be, the Co-Lead Manager, as agent for the Company, to pay the Joint Bookrunners or, as the case may be, the Co-Lead Manager (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Each Placee's obligations will be owed to the Joint Bookrunners. The Company shall allot such Placing Shares to each Placee following each Placee's payment to the Joint Bookrunners or the Co-Lead Manager, as the case may be, (or as they may direct) of such amount in cleared funds and, in the case of the Second Tranche Shares, subject to the passing of the Resolution.
9) Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners, the Co-Lead Manager or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
10) Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the basis explained below under "Registration and Settlement".
11) All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
12) The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 3) and 8) above and subject to prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce the amount to be raised pursuant to the Placing, at its absolute discretion. The acceptance of the bids shall be at the relevant Joint Bookrunner's or Co-Lead Manager's absolute discretion, subject to agreement with the Company.
13) By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by the Company and/or a Joint Bookrunner and/or the Co-Lead Manager.
14) To the fullest extent permissible by law, none of the Joint Bookrunners, the Co-Lead Manager, the Company, the Investment Manager nor any of their respective directors, officers, employees, agents or affiliates shall have any responsibility or liability (whether in contract, tort or otherwise) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, the Co-Lead Manager, the Company, the Investment Manager nor any of their respective directors, officers, employees, agents or affiliates, shall have any responsibility or liability (whether in contract, tort or otherwise and including to the extent permissible by law or any fiduciary duties) in respect of the Joint Bookrunners' or Co-Lead Manager' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners, their respective affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners and the Co-Lead Manager under the Placing Agreement are conditional on, amongst other things:
1) there not having been a material adverse change in, or any development reasonably likely to result in a material adverse change in or affecting, the condition, financial, operational or otherwise, or in the earnings, management, business affairs, solvency or prospects of the Company and its subsidiaries taken as a whole (the "Group"), whether or not arising in the ordinary course of business since the date of the Placing Agreement;
2) agreement being reached between the Company, the Investment Manager and the Joint Global Co-ordinators on the Placing Price and the number of Placing Shares, and the publication by the Company of a pricing announcement;
3) in respect of the Second Tranche Placing only, the passing of the Resolution, without amendment, at the EGM;
4) the representations, warranties and agreements of the Company contained in the Placing Agreement being true, accurate and not misleading on the date of the Placing Agreement, on the date that the Placing Price and the number of Placing Shares is agreed and on each Admission;
5) the Company complying in all material respects with its obligations under the Placing Agreement to the extent the same fall to be performed or satisfied prior to each Admission and the Joint Bookrunners and the Co-Lead Manager receiving a certificate from each of the Company and the Investment Manager (in a form agreed in the Placing Agreements) confirming such is the case and confirming that the representations and warranties given by that party pursuant to the Placing Agreement are true and accurate;
6) the authorisation of the Investment Manager as an alternative investment manager remaining in full force and effect; and
7) First Admission taking place by 8.00 a.m. on 17 June 2019 and Admission of the Second Admission taking place by 8.00 a.m. on 10 July 2019 (or such later date as the Company and the Joint Bookrunners may otherwise agree).
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where permitted, waived by the Joint Global Co-ordinators, by the respective time or date where specified (or such later time and/or date as the Company and the Joint Global Co-ordinators may agree), or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee in respect thereof.
The Joint Global Co-ordinators may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the conditions in the Placing Agreement relating to Admission taking place, the publication of the pricing announcement, the Resolution being passed and the allotment of the Placing Shares may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners, the Co-Lead Manager, the Company, the Investment Manager or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made as to whether or not to waive or to extend the time and / or the date for the satisfaction of any condition to the Placing nor for any decision made as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Global Co-ordinators (and, where applicable, the Company).
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
The Joint Global Co-ordinators are entitled, by notice to the Company given at any time on or prior to Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including among others:
1) where there has been a breach by the Company of any of the representations, warranties and undertakings of the Company contained in the Placing Agreement or any other material provision of the Placing Agreement which the Joint Global Co-ordinators consider material in the context of the Placing; or
2) upon the occurrence of certain material adverse changes in the condition (financial or otherwise) or prospects of the Company or the Investment Manager or in the relevant financial markets or in the event of a force majeure event.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by any Joint Global Co-ordinators of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Global Co-ordinators and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise and none of the Company, the Joint Bookrunners, the Co-Lead Manager, the Investment Manager or any of their respective directors, officers, employees, agents or affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure to exercise or otherwise.
Lock-up
The Company has undertaken to the Joint Bookrunners and the Co-Lead Manager that, from the date of this Announcement and for 180 days thereafter, it will not, without the prior written consent of the Joint Bookrunners, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain carve-outs agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission will take place in CREST, using the delivery versus payment mechanism, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners' opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Joint Bookrunner or Co-Lead Manager, as the case may be, to whom such Placee submitted its bid for Placing Shares (the "Relevant Joint Bookrunner") and settlement instructions. Placees should settle against: (i) CREST ID 189 (in the case of Davy); (ii) CREST ID 331 (in the case of Investec) or; (iii) CREST ID BO01 (in the case of TD). It is expected that such contract note will be despatched on 13 June 2019 in respect of the First Tranche Shares and the Second Tranche Shares. 13 June 2019 will also be the trade date in respect of the First Tranche Shares and the Second Tranche Shares.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner or Co-Lead Manager.
The Company will deliver the Placing Shares to CREST accounts operated by the Joint Bookrunners and the Co-Lead Manager as agents for the Company and the Joint Bookrunners and the Co-Lead Manager will enter their delivery (DEL) instructions into the CREST system. The Joint Bookrunners and the Co-Lead Manager will hold any Placing Shares delivered to their account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the First Tranche of the Placing will be on 17 June 2019 and that settlement in respect of the Second Tranche of the Placing will be on 10 July 2019, in accordance with the instructions given to the relevant Joint Bookrunner or the Co-Lead Manager.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners or, the Co-Lead Manager, as the case may be.
Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners or Co-Lead Manager may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares applicable to any Placee are to be delivered to a custodian or settlement agent, such Placee should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK or Irish stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is payable in respect of the issue of the Placing Shares, neither the Joint Bookrunners, the Co-Lead Manager, nor the Company shall be responsible for the payment thereof.
No prospectus or admission document
No prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Directive 2003/71/EC as amended (the "Prospectus Directive") or the Listing Rules respectively) to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a RIS. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Joint Bookrunners, the Co-Lead Manager and the Company 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 Co-Lead Manager (other than the amount of the relevant Placing participation in the oral confirmation given to Placees by the Joint Bookrunners and the Co-Lead Manager (or any of them) and the trade confirmation referred to above), any of their respective affiliates, nor any persons acting on their behalf or the Company, the Co-Lead Manager or the Joint Bookrunners nor any of their respective affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with each Joint Bookrunner and the Co-Lead Manager (in each case for itself and as agent for the Company) that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Representations, Warranties and Further Terms
By communicating a bid for Placing Shares each Placee (and any person acting on such Placee's behalf):
1) represents, warrants and acknowledges that it is a Relevant Person;
2) represents and warrants that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
3) acknowledges that no prospectus, admission document or offering document (other than, in respect of Canadian investors only, an offering memorandum within the meaning of applicable Canadian securities laws) has been or will be prepared in connection with the Placing; and it has not received and will not receive a prospectus, admission document or other offering document (other than, in respect of Canadian investors only, an offering memorandum within the meaning of applicable Canadian securities laws) in connection with the Bookbuild, the Placing or the Placing Shares;
4) acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither the Joint Bookrunners, the Co-Lead Manager, their respective affiliates nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information publicly announced to a RIS by or on behalf of the Company prior to the date of this announcement ("Exchange Information"), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Joint Bookrunners, the Co-Lead Manager or the Company and none of the Joint Bookrunners, the Co-Lead Manager or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;
5) acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners or the Co-Lead Manager, any of their respective affiliates or any person acting on the Joint Bookrunners' or the Co-Lead Manager's or any of their respective affiliates' behalf and understands that (i) none of the Joint Bookrunners, the Co-Lead Manager, any of their respective affiliates or any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners, the Co-Lead Manager, any of their respective affiliates or any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of the Joint Bookrunners, the Co-Lead Manager, any of their respective affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
6) acknowledges that none of the Joint Bookrunners, the Co-Lead Manager or any person acting on behalf of them nor any of their respective affiliates has or shall have any responsibility or liability for any Exchange Information, any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
7) represents and warrants that it: (i) has such knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of an investment in the Placing Shares, (ii) 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, and is able to sustain a complete loss in connection with, an investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares, and (iii) has relied on its own examination and due diligence of the Company and the Group relating to the Placing, and the terms of the Placing, including the merits and risks involved;
8) acknowledges and agrees that it has: (i) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection with the Placing to the extent it deems necessary; (ii) had access to review the Exchange Information and publicly available information concerning the Group that it considers necessary or appropriate and sufficient in making an investment decision; (iii) reviewed the Exchange Information and such information as it believes is necessary or appropriate in connection with its acquisition of the Placing Shares; and (iv) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners or the Co-Lead Manager (other than, in respect of Canadian investors only, an offering memorandum within the meaning of applicable Canadian securities laws);
9) understands and agrees that it may not rely on any investigation that the Joint Bookrunners, the Co-Lead Manager, their respective affiliates or any person acting on their behalf may or may not have conducted with respect to the Company, the Group or the Placing and the Joint Bookrunners and the Co-Lead Manager have not made any representation to it, express or implied, with respect to the accuracy or adequacy of publicly available information concerning the Company, the merits of the Placing, the acquisition of the Placing Shares, or as to the condition, financial or otherwise, of the Company and/or the Group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to purchase the Placing Shares;
10) acknowledges and understands that this Announcement and any other announcement or presentation provided to it (if any) have been prepared by, and are the sole responsibility of, the Company and no such announcement or presentation (if any) nor any other information has been prepared by, or is the responsibility of, the Joint Bookrunners, the Co-Lead Manager, their respective affiliates or any person acting on their behalf, for the purposes of the Placing;
11) acknowledges and understands that the contents of the Exchange Information is exclusively the responsibility of the Company and that none of the Joint Bookrunners, the Co-Lead Manager or any of their respective affiliates or any person acting on their behalf will be responsible for or shall have liability for any information, representation or statement contained therein, and none of the Joint Bookrunners or the Co-Lead Manager or their respective affiliates or any person acting on their behalf will be responsible or liable for its investment decision in relation to the Placing Shares based on any information representation or statement contained in the Exchange Information;
12) acknowledges and understands that none of the Joint Bookrunners or the Co-Lead Manager, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any publicly available or filed information or any information, representation, warranty or statement relating to the Company, the Group or its business contained therein or otherwise, provided that nothing in this paragraph excludes liability of any person for fraudulent misrepresentation made by that person;
13) acknowledges and agrees that it will only be entitled to rely on any information or representation in relation to the Company or the Placing Shares contained in the Exchange Information;
14) acknowledges and agrees that it will not hold the Joint Bookrunners or the Co-Lead Manager or their respective affiliates or any person acting on their behalf responsible or liable for any information, representation or statement contained in, or any misstatements in or omissions from, this Announcement, any publicly available information relating to the Group or any information made available (whether in written or oral form) in presentations with investors relating to the Group (the "Information") and that none of the Joint Bookrunners or the Co-Lead Manager or their respective affiliates or any person acting on behalf of them, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information and will not be liable for any Placee's decision to participate in the Placing based on any such Information;
15) acknowledges and agrees that none of the Joint Bookrunners or the Co-Lead Manager (or any of their respective affiliates, agents, directors, officers and employees) accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any person (other than the relevant Joint Bookrunner or Co-Lead Manager) in connection with the Placing;
16) acknowledges that the Placing Shares have not been and will not be registered or qualified for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;
17) represents and warrants that it is not, and at the time the Placing Shares are acquired will not be, a resident of Australia, New Zealand, Japan or South Africa;
18) represents and warrants that it has not and will not distribute or any advertisement or other offering material in relation to the Placing Shares directly or indirectly in, into or within any of the Excluded Territories;
19) with respect to any Placing Shares offered to or acquired by it in the United States or for and on behalf of persons in the United States, it understands and agrees: (i) that it is a QIB acquiring such Placing Shares for its own account or for the account of one or more QIBs with respect to whom it has full power and authority to make, and does make, the representations, warranties and agreements set forth herein; (ii) that it is a MUSII, and has, or has under management, total assets in excess of $100,000,000 based on having calculated the amount of total assets that it has, or has under management, and it has determined that the results of that calculation demonstrate that it is a MUSII; (iii) that the Placing Shares are being offered and sold to it in accordance with an exemption from the registration requirements of the U.S. Securities Act and that the Placing Shares have not been, and will not be, registered under the U.S. Securities Act or with any State or other jurisdiction of the United States; (iv) that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except: (a) outside the United States pursuant to Rule 903 or Rule 904 of Regulation S; (b) in the United States to a person whom the seller reasonably believes is a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A under the U.S. Securities Act; (c) pursuant to Rule 144 under the U.S. Securities Act (if available); (d) to the Company; (e) pursuant to an effective registration statement under the U.S. Securities Act; or (f) pursuant to another available exemption, if any, from registration under the Securities Act, in each case in compliance with all applicable securities laws of any state or other jurisdiction of the United States; (v) that the Placing Shares are "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act; (vi) to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer; (vii) for so long as the Placing Shares are "restricted securities" (within the meaning of Rule 144(a)(3) under the U.S. Securities Act), it will not deposit such Placing Shares in any depositary facility established or maintained by a depositary bank and will only transfer such Placing Shares in accordance with this paragraph; (viii) if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each such account; (ix) it is acquiring such Placing Shares for its own account (or the account of a QIB as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares; (x) that no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption or exclusion under the U.S. Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares; and (xi) it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the U.S. Securities Act);
20) with respect to any Placing Shares offered to or acquired by it in the United States or for and on behalf of persons in the United States, it understands and agrees: (i) that it is a QIB acquiring such Placing Shares for its own account or for the account of one or more QIBs with respect to whom it has full power and authority to make, and does make, the representations, warranties and agreements set forth herein; (ii) that it is a MUSII, and has, or has under management, total assets in excess of $100,000,000 based on having calculated the amount of total assets that it has, or has under management, and it has determined that the results of that calculation demonstrate that it is a MUSII; (iii) that the Placing Shares are being offered and sold to it in accordance with an exemption from the registration requirements of the U.S. Securities Act and that the Placing Shares have not been, and will not be, registered under the U.S. Securities Act or with any State or other jurisdiction of the United States; (iv) that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except: (a) outside the United States pursuant to Rule 903 or Rule 904 of Regulation S; (b) in the United States to a person whom the seller reasonably believes is a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A under the U.S. Securities Act; (c) pursuant to Rule 144 under the U.S. Securities Act (if available); (d) to the Company; (e) pursuant to an effective registration statement under the U.S. Securities Act; or (f) pursuant to another available exemption, if any, from registration under the Securities Act, in each case in compliance with all applicable securities laws of any state or other jurisdiction of the United States; (v) that the Placing Shares are "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act; (vi) to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer; (vii) for so long as the Placing Shares are "restricted securities" (within the meaning of Rule 144(a)(3) under the U.S. Securities Act), it will not deposit such Placing Shares in any depositary facility established or maintained by a depositary bank and will only transfer such Placing Shares in accordance with this paragraph; (viii) if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each such account; (ix) it is acquiring such Placing Shares for its own account (or the account of a QIB as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares; (x) that no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption or exclusion under the U.S. Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares; and (xi) it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the U.S. Securities Act);with respect to any Placing Shares offered to or acquired by it in Canada or for or on behalf of persons in Canada, it understands and agrees that: (i) it is a resident in a province or territory of Canada and it is entitled under applicable securities laws of such province or territory of Canada to purchase the Placing Shares without the benefit of a prospectus qualified under those securities laws; (ii) it has not relied upon any oral or written representation as to fact except for the information in the investor presentation of the Company entitled "Irish Residential Properties REIT plc - Investor Presentation" dated June 2019, and it acknowledges that none of the Company, the Joint Bookrunners or the Co-Lead Manager have made any other oral or written representations, warranties or covenants; (iii) it (A) is an "accredited investor" (as such term is defined in National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or, if it is a resident in Ontario, section 73.3(1) of the Securities Act (Ontario)), that is a "permitted client" (as such term is defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations) and it is not an individual; (B) is purchasing the Placing Shares as principal or is deemed to be purchasing as principal under applicable Canadian securities laws; and (c) was not 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 NI 45-106; (iv) it has been independently advised as to restrictions with respect to trading in the Placing Shares imposed by applicable securities laws in the jurisdiction in which it resides, confirms that no representation (written or oral) has been made to it by or on behalf of the Company, the Joint Bookrunners or the Co-Lead Manager with respect thereto, acknowledges that it is aware of the characteristics of the Placing Shares, the risks relating to an investment in the Placing Shares and of the fact that it may not be able to resell the Placing Shares in Canada except in accordance with limited exemptions under applicable securities legislation and regulatory policy and in compliance with the other requirements of applicable law; and (vi) the Company is not a member of the Canada Deposit Insurance Corporation, the Placing Shares are not guaranteed by Canada Deposit Insurance Corporation and the Company is not regulated as a financial institution in Canada;
21) represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in an Ineligible Member State or an Eligible Member State which has implemented the Prospectus Directive other than to persons (i) who are: "qualified investors" as defined in Article 2(1)(e) of the Prospectus Directive or who otherwise fall within Article 3(2) of the Prospectus Directive (and which circumstances do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive) and in each case (ii) who, if they are in Ireland, the United Kingdom, Belgium, France, Germany or the Netherlands are also professional investors for the purposes of AIFMD or in circumstances in which the prior consent of the Joint Bookrunners or the Co-Lead Manager has been given to the offer or resale;
22) if in the United Kingdom, represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
23) if in Ireland, the United Kingdom, Belgium, France, Germany and the Netherlands, represents and warrants that it is a qualified investor as defined in Regulation 2(1) of the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended), being a person falling within Article 2.1(e)(i), or (ii) of the Prospectus Directive;
24) represents and warrants that it is not located in an Ineligible Member State and, if it is located in Ireland, the United Kingdom, Belgium, France, Germany and the Netherlands, represents and warrants that it is a professional investor for the purposes of the AIFMD;
25) understands that no action has been or will be taken by any of the Company, the Joint Bookrunners, the Co-Lead Manager, their respective affiliates or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
26) represents and warrants that it is entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it. Its purchase of the Placing Shares will be in compliance with all applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
27) will acquire any Placing Shares purchased by it for its own account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the foregoing acknowledgements, representations, warranties and agreements on behalf of each such account and is authorised in writing by each managed account to acquire the Placing Shares for each managed account;
28) understands and acknowledges that the Company, the Joint Bookrunners, the Co-Lead Manager and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and in this Announcement which are given to each of the Joint Bookrunners, the Co-Lead Manager and the Company and are irrevocable;
29) acknowledges and agrees that the exercise by the Joint Bookrunners or the Co-Lead Manager of any power to grant consent to the Company to undertake a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and/or the Co-Lead Manager (subject to the Joint Bookrunners and/or the Co-Lead Manager having agreed with the Company not to withhold or delay its consent unreasonably) and that neither Joint Bookrunners nor the Co-Lead Manager need not make any reference to, or consult with, it and that the Joint Bookrunners and the Co-Lead Manager shall have no liability to it in connection with any such exercise of the power to grant such consent;
30) acknowledges and agrees that the good faith exercise or non-exercise by the Joint Bookrunners or the Co-Lead Manager of any right of termination under the Placing Agreement shall be at the absolute discretion of the Joint Bookrunners or the Co-Lead Manager (as the case may be), with no requirement to reference or consult with such Placee and the Joint Bookrunners and the Co-Lead Manager shall have no liability to it in connection with the good faith exercise or non-exercise of such termination right;
31) acknowledges that any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of Ireland and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the Irish courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, any Joint Bookrunner or the Co-Lead Manager 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;
32) represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, MAR, section 118 of FSMA, the European Union (Market Abuse) Regulations 2016 (S.I. No. 349 of 2016) of Ireland, the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (as amended) and the Rules issued by the Irish Central Bank under Section 1370(2) of the Companies Act 2014 of Ireland and in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013 of Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the Financial Conduct Authority of the United Kingdom 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) represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
34) represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
35) represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations;
36) undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Bookrunners, the Co-Lead Manager or the Company may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear and indemnify the Joint Bookrunners, the Co-Lead Manager and their affiliates, directors, officers and employees on an after-tax basis against any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
37) acknowledges that none of the Joint Bookrunners, the Co-Lead Manager or any of their respective affiliates, or any person acting on their behalf, 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 or the Co-Lead Manager and that none of the Joint Bookrunners or the Co-Lead Manager has any duty or responsibility to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right or the contents of the terms and conditions contained in this Announcement;
38) represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing nor encouraged or required another person to deal in the securities of the Company nor disclosed such information prior to the information being made generally available; and
39) acknowledges that the Placing Shares will be issued to Placees subject to the terms and conditions set out in this Appendix.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company, the Joint Bookrunners and the Co-Lead Manager (for their own benefit and, where relevant, the benefit of its affiliates and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Investment Manager, the Joint Bookrunners or the Co-Lead Manager or their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing.
The acknowledgements, agreements, undertakings, representations and warranties referred to above may be waived or modified in whole or in part in respect of any Placee with the prior agreement of the Company and the Joint Bookrunners.
No Irish stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which none of the Company, the Investment Manager, the Joint Bookrunners or the Co-Lead Manager will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, each of the Joint Bookrunners and the Co-Lead Manager in the event that any of the Company, the Joint Bookrunners or the Co-Lead Manager have incurred any such liability to stamp duty or stamp duty reserve tax.
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 Ireland agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners and the Co-Lead Manager shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners and the Co-Lead Manager do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of such Placee acknowledges and agrees that the Joint Bookrunners, the Co-Lead Manager or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Joint Bookrunners, the Co-Lead Manager and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners and the Co-Lead Manager (or any one or more of them):
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
Davy, which is regulated in Ireland by the Central Bank of Ireland is acting as a Joint Bookrunner and Joint Global Co-ordinator for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
Investec, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the Central Bank of Ireland for conduct of business rules and the Prudential Regulatory Authority, is acting for the Company as a Joint Bookrunner and Joint Global Co-ordinator and for no one else in connection with the Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
TD Securities, which is registered as an investment dealer under the securities legislation of all provinces and territories of Canada and a member of the Investment Industry Regulatory Organization of Canada, is acting exclusively for the Company as Joint Bookrunner and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Announcement or for providing any advice in relation to the Placing and/or any other matter referred to in this Announcement.
Barclays Bank PLC, acting through its investment bank, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated in the United Kingdom by the Financial Conduct Authority and Prudential Regulatory Authority, is acting exclusively for the Company and no one else in connection with the Placing, and will not regard any other person as its client in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Announcement or for providing any advice in relation to the Placing or any arrangement referred to, or information contained, in this announcement.
The contents of the websites of the Company (including any materials which are hyper-linked to such websites) do not form part of this Announcement and prospective investors should not rely on them.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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