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JD Sports Fashion (JD.)

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Wednesday 03 February, 2021

JD Sports Fashion

Proposed Placing of New Ordinary Shares

RNS Number : 9193N
JD Sports Fashion Plc
03 February 2021
 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) ("ANNOUNCEMENT") AND THE INFORMATION HEREIN, ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN JD SPORTS FASHION PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF JD SPORTS FASHION PLC.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR")   and the retained UK law version of Market Abuse Regulation (Regulation 596/2014/EU) pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310) ("UK MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR and UK MAR . IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

For immediate release

 

3 February 2021

JD Sports Fashion plc 

Proposed Placing of New Ordinary Shares

 

JD Sports Fashion plc ("JD Sports", the "Company" or the "Group"), a leading retailer of sports, fashion and outdoor brands, today announces its intention to conduct a placing of new ordinary shares of 0.25 pence each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") in order to invest in the expansion of the Group and to capitalise on acquisition opportunities, as it builds on the success of its international growth strategy (the "Placing")

The Placing Shares are expected to represent approximately 6.0 per cent. of the Company's existing issued share capital.  

The Placing will be conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following this Announcement (as defined above) in accordance with the terms and conditions of the Placing set out in the Appendix to this Announcement. The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the end of the Bookbuild.

Investec Bank plc ("Investec Bank") and Peel Hunt LLP ("Peel Hunt") are acting as joint global co-ordinators and joint bookrunners (the "Joint Global Co-ordinators", the "Joint Bookrunners", or the "Banks") in connection with the Placing.

Background to and reasons for the Placing

The Group began its expansion outside of Europe with the establishment of a joint venture in Malaysia in December 2015. Since then, it has continued to expand its global presence, most recently and notably in the United States, with the announcement on 1 February 2021 of the conditional acquisition of DTLR Villa LLC, which follows on from the acquisitions of Shoe Palace LLC in December 2020 and The Finish Line, Inc. in June 2018.

The Group's global expansion strategy has been a major factor in the significant growth of the Group's profit before tax and exceptional items, which has increased from £100m in the year ended 31 January 2015 to £439m in the financial year ended 1 February 2020 (£466m under IAS 17).

The directors of the Group (the "Directors" or the "Board") believe there are a number of potentially attractive acquisition opportunities that will become available in due course and which will continue to support the Group's successful global expansion strategy.

The net proceeds of the Placing, in conjunction with the Group's available cash resources (net cash of £1,000m at December 2020) and debt facilities (principally a £700m syndicated Revolving Credit Facility in the UK which is committed to 6 November 2024) will be used to capitalise on the acquisition opportunities available and invest further in the international expansion of the Group.

Details of the Placing

The Joint Global Co-ordinators will commence the Bookbuild immediately following the release of this Announcement in respect of the Placing. The book will open with immediate effect following this Announcement and close as soon after that as the Banks shall determine. The number of Placing Shares and the Placing Price will be agreed by the Banks and the Company at the close of the Bookbuild. The allocations will be at the Company's discretion, having consulted with the Banks. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild. 

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement). Members of the public are not entitled to participate in the Placing.

The Placing Shares, if issued, will be credited as fully paid and rank pari passu in all respects with each other and with the existing issued Ordinary Shares. This includes, without limitations, the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

The Placing is not conditional upon the approval by the Company's shareholders. The Company acknowledges that it is seeking to issue Placing Shares representing approximately 6.0 per cent. of its existing issued ordinary share capital on a non pre-emptive basis and has therefore consulted, where possible, with the Company's major institutional shareholders ahead of this Announcement. The Placing structure has been chosen as it minimises cost, time to completion and use of management time. The consultation has confirmed the Board's view that the Placing is in the best interests of shareholders, as well as wider stakeholders in JD Sports.

Settlement and dealings

Applications have been made (i) to the Financial Conduct Authority (the "FCA") for the Placing Shares to be admitted to the premium listing segment of the Official List of the FCA and (ii) to the London Stock Exchange plc (the "London Stock Exchange") for the admission of the Placing Shares to trading on its main market for listed securities (together "Admission"). It is expected that Admission will take place at or around 8.00 a.m. (London time) on 8 February 2021 (or, in any case, such later date as may be agreed between the Company and the Banks).

The Placing is conditional upon, inter alia, Admission becoming effective and the placing agreement between the Company and the Banks (the "Placing Agreement") not being terminated in accordance with its terms.

For the purposes of MAR, UK MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of Commission Implementing Regulation (EU) 2016/1055, the person responsible for releasing this announcement is Neil Greenhalgh, Chief Financial Officer of JD Sports Fashion plc.

Enquiries:

JD Sports Fashion plc

Peter Cowgill, Executive Chairman

Neil Greenhalgh, Chief Financial Officer

Jennifer Iveson, Investor Relations

 

Tel: 0161 767 1000

Investec Bank (Joint Global Co-ordinator, Joint Bookrunner and Joint Broker)

David Flin

Alex Wright

Ben Griffiths

Duncan Wilson

 

Tel: 020 7597 5970

Peel Hunt (Joint Global Co-ordinator, Joint Bookrunner and Joint Broker) 

Dan Webster / Andrew Clark / Will Bell (Investment Banking)

Al Rae / Sohail Akbar (ECM)

Tel: 020 7418 8900



MHP Communications

Andrew Jaques

Giles Robinson

Charles Hirst

Catherine Chapman

 

Tel: 020 3128 8788

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

IMPORTANT NOTICES

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

This announcement is not for publication or distribution, directly or indirectly, in or into Canada.  This announcement is not , and under no circumstances is it to be construed as, an advertisement or a public offering in Canada of the securities referred to herein.  No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offering of the securities described herein .

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, taken up, exercised, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No prospectus has been filed with any securities commission or other securities regulatory authority in any jurisdiction in Canada in connection with the offer or sale of the Placing Shares. No securities commission or similar authority in Canada has reviewed or in any way passed upon the merits of the Placing Shares. The offer and sale of the Placing Shares in Canada is being made on a private placement basis only pursuant to an exemption from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws

No offering document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by either of the Joint Bookrunners, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Peel Hunt is not responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Investec Bank is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA. Investec Europe Limited (trading as Investec Europe) ("Investec Europe"), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank and Investec Europe hereinafter referred to as "Investec"), is regulated in Ireland by the Central Bank of Ireland. Investec is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

None of the information in this Announcement has been independently verified or approved by either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. Each of the Joint Bookrunners and their respective partners, directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account 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 any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement may contain forward‐looking statements, which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward‐looking statements. Some of the forward‐looking statements may be identified by words like "may", "will", "should", "expect", "anticipate", "estimate", "plan", "target", "intend", "continue", "project", "indicate", "believe" and similar expressions or the negatives thereof. Any statements contained in this Announcement that are not statements of historical fact are forward‐looking statements. There are a number of factors including, but not limited to, commercial, operational, economic, governmental and financial factors, that could cause actual results and developments to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. These forward‐looking statements speak only as of the date of this Announcement. Except as required by applicable law or regulation, each of the Company, Investec and Peel Hunt expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements. Undue reliance should not be placed on these forward-looking statements. In particular, but without prejudice to the generality of the above, no representation or warranty is given, and no responsibility or liability is accepted, either as to the achievement or reasonableness of any future projections, forecasts, estimates or statements as to any prospects or future returns contained or referred to in this Announcement or in relation to the basis or assumptions underlying such projections, forecasts, estimates or statements.

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. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. The price and value of securities can go down as well as up and past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. No statement in this Announcement is intended to be a profit forecast or estimate, 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.

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest.  Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules") , and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) 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) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA , (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS") ; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Investec and Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; 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.

EU Product Governance Requirements

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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 EU 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 EU Target Market Assessment, Investec and Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU 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 Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY PEEL HUNT LLP ("PEEL HUNT") AND INVESTEC BANK PLC ("IBP") OR INVESTEC EUROPE LIMITED (TRADING AS INVESTEC EUROPE) ("IEL") ACTING AS AGENT ON BEHALF OF IBP IN CERTAIN JURISDICTIONS IN THE EEA (TOGETHER IBP AND IEL "INVESTEC") (TOGETHER PEEL HUNT AND INVESTEC THE "JOINT BOOKRUNNERS"), "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UKPROSPECTUS REGULATION") WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). 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. EACH RECIPIENT IS DEEMED TO CONFIRM, REPRESENT AND WARRANT TO THE COMPANY THAT THEY ARE A RELEVANT PERSON. 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. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY PERSON WHO IS NOT A RELEVANT PERSON WHO HAS RECEIVED ANY DOCUMENT FORMING PART OF THIS ANNOUNCEMENT MUST RETURN OR DESTROY IT IMMEDIATELY.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE, ANY SECURITIES IN THE COMPANY. 

THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED: (I) OUTSIDE THE UNITED STATES WITHIN THE MEANING OF AND IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"); AND (II) INSIDE THE UNITED STATES PURSUANT TO SECTION 4(A)(2) UNDER THE US SECURITIES ACT ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT ("QIBs"), PURSUANT TO AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

NO PROSPECTUS HAS BEEN FILED WITH ANY SECURITIES COMMISSION OR OTHER SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION IN CANADA IN CONNECTION WITH THE OFFER OR SALE OF ANY SECURITIES REFERRED TO HEREIN. ANY OFFER AND SALE OF THE SECURITIES REFERRED TO HEREIN IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY PURSUANT TO AN EXEMPTION FROM THE REQUIREMENT THAT THE COMPANY PREPARES AND FILES A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF ANY SECURITIES REFERRED TO HEREIN IN CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE MERITS OF ANY SECURITIES REFERRED TO HEREIN. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE. THIS ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PROSPECTUS, AN ADVERTISEMENT OR A PUBLIC OFFERING OF ANY SECURITIES REFERRED TO HEREIN IN CANADA.  

NEITHER THE COMPANY NOR EITHER OF THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES NOR ANY OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO PERSONS WHO ARE INVITED TO AND WHO CHOOSE TO PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS APPLICABLE TO SUCH PLACEES. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE SHARES.

THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

Persons who are invited to and who choose to participate in the placing (the "Placing") of new ordinary shares of £0.0025 nominal value each in the share capital of the Company (the "Placing Shares"), by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees"), will be deemed to have read and understood this Announcement in its entirety and to be participating in the Placing on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this Announcement. In particular, each Placee represents, warrants, undertakes, acknowledges and agrees (amongst other things) that:

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

 

2.  in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Regulation (each a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

 

(a)  it is an EEA Qualified Investor; and

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation: 

 

(i)  the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than EEA Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

(ii)  where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than EEA Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

 

3.  in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

 

(a)  it is a UK Qualified Investor; and

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: 

 

(iii)  the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

(iv)  where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

 

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

 

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

 

6.  it (and each person, if any, for whose account or benefit it is acquiring the Placing Shares) is either (i) outside the United States, and will be outside the United States at the time the Placing Shares are acquired by it, and acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S; or (ii) inside the United States and is a QIB, that has received and has executed or will execute before settlement a US investor letter substantially in the form provided to it; and

 

7.  in the case of a person in Canada who acquires any Placing Shares pursuant to the Placing:

 

(a)  it is resident in the Province of Alberta, British Columbia, Ontario or Quebec, and is an "accredited investor" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable and a "permitted client" within the meaning of section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103");

(b)  it is, or is deemed to be, purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; and

(c)    such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106.  

The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, acknowledgements and agreements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if either of the Joint Bookrunners confirms to such Placee its allocation of Placing Shares. 

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

Details of the Placing Agreement and the Placing Shares

The Company and the Joint Bookrunners have entered into the Placing Agreement, under which the Joint Bookrunners have undertaken, on the terms and subject to the conditions set out therein, to use their respective reasonable endeavours, as agent for the Company, to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint Bookrunners.

The Placing Price and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of an agreement between the Company and the Joint Bookrunners recording the final details of the Placing (the "Terms Sheet"). The timing of the closing of the book and pricing will be agreed between the Joint Bookrunners and the Company. Allocations of Placing Shares are at the discretion of the Company in consultation with the Joint Bookrunners. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The total number of shares to be issued pursuant to the Placing shall not exceed 59,853,839 Ordinary Shares.

The Joint Bookrunners shall be under no obligation to themselves subscribe as principal for: (i) any Placing Shares for which they are unable to procure Placees; or (ii) any Placing Shares to the extent that any Placee procured fails to subscribe for any or all of the Placing Shares which have been allocated to it in the Placing.

The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

The Placing Agreement is subject to customary conditions and termination rights.

Application for admission to trading of the Placing Shares

Applications have been made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "OfficialList") of the FCA and to the LSE for Admission.

Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. (London time) on 8 February 2021 (or such later time and/or date as the Joint Bookrunners may agree with the Company). The Placing is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

Placing and Bookbuild

The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees and the Placing Price. The book will be open with immediate effect. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, agree between them.

Principal terms of the Bookbuild and Placing

Participation in, and principal terms of, the Placing are as follows:

1.  Peel Hunt and Investec are acting severally, and not jointly, or jointly and severally, as joint bookrunners and placing agents of the Company in connection with the Bookbuild and the Placing.

 

2.  The Bookbuild and the Placing shall be conducted by way of accelerated bookbuild to establish the number of Placing Shares to be allocated to Placees and the Placing Price.

 

3.  Participation in the Placing is only available to persons who are lawfully able to, and have been invited to, participate by the Joint Bookrunners. The Joint Bookrunners and their respective affiliates and/or their agents are entitled, acting for their own account, to participate in the Placing as principal.

 

4.  The Bookbuild, if successful, will establish the Placing Price. The number of Placing Shares to be issued and the Placing Price will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The results of the Bookbuild will be released via a Regulatory Information Service ("RIS") following the completion of the Bookbuild.

 

5.  Each Placee will be required to pay an amount equal to the Placing Price in respect of each Placing Share issued to it.

 

6.  The Bookbuild is expected to close no later than 11 p.m. (London time) on 3 February 2021 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids received after the Bookbuild has closed.

 

7.  To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Peel Hunt or Investec. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to below. The Joint Bookrunners are arranging the Placing as agents of the Company.

 

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

 

9.  The Company will agree with the Joint Bookrunners the identity of the Placees and the basis of allocation of the Placing Shares. The Company and/or the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined by the Company in consultation with the Joint Bookrunners and the Joint Bookrunners reserve the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full; (iii) to allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and/or (iv) to 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, in consultation with the Joint Bookrunners. The acceptance of the bids shall be at the Joint Bookrunners' absolute discretion, subject to agreement with the Company.

 

10.  Each Placee's allocation of Placing Shares will be confirmed to Placees orally, or in writing (which may include email), by Peel Hunt or Investec (each as an agent of the Company) following the close of the Bookbuild and a trade confirmation or contract note has been or will be dispatched thereafter. Peel Hunt's or Investec's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point will become a Placee), in favour of the relevant Joint Bookrunner and the Company, under which the Placee agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and to pay the relevant Placing Price for each such Placing Share and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other (oral or written) confirmation and will be legally binding on the Placee on behalf of which it is made. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement". By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

 

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

 

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

 

13.  To the fullest extent permissible by law and the applicable rules of the FCA, neither of the Joint Bookrunners, the Company (save for the for the allotment of the Placing Shares) nor any of their respective directors, officers, employees, agents or affiliates nor any person acting on their respective behalf shall have any responsibility or liability (whether in contract, tort or otherwise) to the Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners and their respective affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither of the Joint Bookrunners nor the Company nor any of their respective directors, officers, employees, agents or affiliates nor any person acting on their respective behalf shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

1.  the fulfilment by the Company of its obligations under the Placing Agreement;

 

2.  the Terms Sheet having been duly executed and the press announcement relating to the Placing confirming the number of Placing Shares and the Placing Price (the "Placing Results Announcement") having been released to a RIS by no later than 8.00 a.m. on 4 February 2021;

 

3.  none of the warranties given by the Company in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement and none of those warranties having ceased to be true and accurate or having become misleading, with reference to the facts and circumstances which shall then exist;

 

4.  prior to Admission, no Material Adverse Change (as defined in the Placing Agreement) having occurred (whether or not foreseeable at the date of the Placing Agreement); and

 

5.  Admission occurring no later than 8.00 a.m. on 8 February 2021.

If any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where capable of waiver) waived by the Joint Bookrunners by the respective time and date (if any) specified (or such later time and/or date (if any) as the Joint Bookrunners may notify to the Company); or (ii) the Placing Agreement is terminated by both of the Joint Bookrunners in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations as set out in this Announcement 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 (or any person on whose behalf the Placee is acting) in respect thereof. The Joint Bookrunners may, at their absolute discretion, waive, in whole or in part, the satisfaction of any condition (other than the release of the Placing Results Announcement, the execution of the Terms Sheet and the occurrence of Admission), by giving written notice to the Company. The Joint Bookrunners may agree to extend the period for satisfaction of the conditions by giving written notice to the Company, save that the period for satisfaction of any condition shall not be extended beyond 8.30 a.m. on 19 February 2021 (the "Long Stop Date"). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

By participating in the Placing, each Placee agrees that neither of the Joint Bookrunners, nor the Company nor any of their respective affiliates shall have any liability (whether in contract, tort or otherwise) to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. Placees will have no rights against either of the Joint Bookrunners, the Company or any of their respective partners, members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate the Placing Agreement

Either Joint Bookrunner is entitled to terminate the Placing Agreement in accordance with its terms by notice to the Company in certain circumstances, including, inter alia, if at any time before Admission in the opinion of either of the Joint Bookrunners (acting in good faith):

1.  the Company is in breach of any of its obligations under the Placing Agreement;

 

2.  there has been a breach of any of the warranties given by the Company in the Placing Agreement;

 

3.  any statement in any of the Placing Documents (as defined in the Placing Agreement) has become untrue, inaccurate in any material respect or misleading;

 

4.  a Material Adverse Change (as defined in the Placing Agreement) has occurred (whether or not foreseeable at the date of the Placing Agreement); or

 

5.  a material adverse change in market conditions has occurred, including any material deterioration in, or any material escalation in the response to, the COVID-19 pandemic or the occurrence of certain force majeure events, which in each case, in the opinion of either Joint Bookrunner (acting in good faith), is likely to be materially prejudicial to the success of the Placing or make it impractical or inadvisable to proceed with the Placing.

If participation in the Placing is terminated by both of the Joint Bookrunners prior to Admission then the Placing will not occur and the Company and the Joint Bookrunners 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.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise or non-exercise by either of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Joint Bookrunner and that the Joint Bookrunners need not make any reference to, or consultation with, Placees in this regard and that neither of the Joint Bookrunners nor 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 so to exercise.

Lock-up

As part of the Placing, the Company has agreed that it will not, during the period from the date of the Placing Agreement up to and including the date falling 120 calendar days after Admission, without the prior written consent of the Joint Bookrunners, directly or indirectly, offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so), provided that the foregoing shall not prevent or restrict the allotment or issue of Shares by the Company, or the grant by the Company of rights to subscribe for or convert any security into Shares, in pursuance of an employees' share scheme that has been or is to be approved by shareholders.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of a prospectus in the United Kingdom or any equivalent document in any other jurisdiction. 

No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA (or any other authority) or the London Stock Exchange or in any other jurisdiction in relation to the Placing, and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement, the Placing Results Announcement and the business and financial information that the Company is required to publish in accordance with the Market Abuse Regulation (EU) No.596/2014 ("MAR"), the retained UK law version of MAR pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310) ("UK MAR") and the rules and practices of the London Stock Exchange and or the FCA (collectively the "Exchange Information") or has published via a RIS ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph). 

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 that it has neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and none of the Joint Bookrunners, nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by either of the Joint Bookrunners, the Company or any of their respective officers, directors, partners, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor either of the Joint Bookrunners are making any undertaking, representation or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.

Registration and Settlement

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Peel Hunt or Investec in accordance with the standing CREST settlement instructions which they have in place with the relevant Joint Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00BYX91H57) following Admission will take place within the CREST system provided that, subject to certain exceptions, the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means as they may deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

It is expected that settlement of the Placing Shares will be on 8 February 2021 unless otherwise notified by the Joint Bookrunners. Admission is expected to occur by 8 February 2021 or otherwise at such later time as may be agreed between the Company and the Joint Bookrunners, not being later than the Long Stop Date.

Each Placee is deemed to agree that, if it does not comply with these obligations, Peel Hunt or Investec 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 relevant Joint Bookrunner's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due (chargeable daily on payments not received from Placees on the date due). The relevant Placee will, however, remain liable and shall indemnify the relevant Joint Bookrunner on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which either of the Joint Bookrunners lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that any form of confirmation 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 as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither of the Joint Bookrunners nor the Company will be liable in any circumstances for the payment of any stamp duty, stamp duty reserve tax or securities transfer tax (and/or any interest, fines or penalties relating thereto) in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) (for itself and for any such prospective Placee) to each of the Joint Bookrunners and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1.  it has read and understood this Announcement in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Announcement and undertakes not to redistribute or duplicate this Announcement;

 

2.  it is relying solely on this Announcement and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares, the Bookbuild, the Placing or otherwise. It agrees that neither the Company nor either of the Joint Bookrunners nor any of their respective officers, agents, employees or affiliates will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;

 

3.  that the Ordinary Shares are admitted to trading on the London Stock Exchange and that the Company is therefore required to publish the Exchange Information which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and similar statements for preceding financial years and that it is able to obtain or access the Exchange Information and Publicly Available Information and that it has reviewed such Exchange Information and Publicly Available Information;

 

4.  its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

 

5.  the exercise by any of, or both of, the Joint Bookrunners of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and the relevant Joint Bookrunner or the Joint Bookrunners (acting jointly) (as the case may be) need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against either of the Joint Bookrunners or the Company, or any of their respective officers, directors, partners or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

 

6.  these terms and conditions represent the whole and only agreement between it, the Joint Bookrunners and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information, representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, nor either of the Joint Bookrunners nor any of their respective officers, directors, partners or employees will have any liability for any such other information, representation or warranty, express or implied;

 

7.  it acknowledges that no person is authorised in connection with the Placing to give any information or warranty or make any representation other than as contained in this document and, if given or made, any information, warranty or representation must not be relied upon as having been authorised by the Joint Bookrunners or the Company;

 

8.  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation and the UK Prospectus Regulation (as applicable): (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State or the United Kingdom other than EEA Qualified Investors or UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State or the United Kingdom other than EEA Qualified Investors or UK Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

 

9.  neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described in this Announcement;

 

10.  it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers, partners or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers, partners or employees or any person acting on behalf of any of them to provide it with any such information;

 

11.  none of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers, partners or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement, the Exchange Information or the Publicly Available Information;

 

12.  it, and any account for which it is acting, has been advised that, (i) the Placing Shares have not been and will not be registered under the US Securities Act or with any regulatory authority of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only (a) to persons reasonably believed to be QIBs in transactions exempt from, the registration requirements of the US Securities Act or (b) in an "offshore transaction" within the meaning of and pursuant to Regulation S; and (iii) the Placing Shares may only be reoffered or resold in transactions exempt from the registration requirements of the US Securities Act and no representation has been made as to the availability of any exemption under the US Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

 

13.  it and any account for which it is acting is (i) (a) located outside the United States, and will be outside the United States at the time the Placing Shares are acquired by it, and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (b) located inside the United States and is a QIB, that has received and has executed or will execute before settlement a US investor letter substantially in the form provided to it; and (ii) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the US Securities Act;

 

14.  if it is a Placee resident in Canada, it, and any account for which it is acting, (i) has been advised that no prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offering of any Placing Shares and any offer and sale of the Placing Shares in Canada is being made on a private placement basis only pursuant to an exemption from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws (ii) is an "accredited investor" within the meaning of Section 1.1 of NI 45- or subsection 73.3(1) of the OSA, as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (iii) was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (iv) is a "permitted client" within the meaning NI 31-103; (v) has been advised that any resale of the Placing Shares in Canada must be made in accordance with applicable Canadian securities laws, which will vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with prospectus and registration requirements, statutory exemptions from the prospectus and registration requirements or under a discretionary exemption from the prospectus and registration requirements and that these resale restrictions may under certain circumstances apply to resales of the Placing Shares outside Canada.

 

15.  it is not a national or resident of Australia, Japan or the Republic of South Africa or any other state or jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares (a "Restricted Territory") or a corporation, partnership or other entity organised under the laws of any Restricted Territory and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in any Restricted Territory or to or for the benefit of any person resident in any Restricted Territory and each Placee acknowledges that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance or any other regulatory or other authority of a Restricted Territory and that the Placing Shares have not been and will not be registered under the securities legislation of any Restricted Territory and are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into a Restricted Territory; 

 

16.  if it is outside the United Kingdom, neither this document nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

 

17.  it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

 

18.  it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;

 

19.  it (and any person acting on its behalf) has the funds available to pay for, and will make payment for, the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest, fines or penalties) which may arise upon the sale of such Placee's Placing Shares;

 

20.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any);

 

21.  its commitment to subscribe for Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other confirmation (as the case may be) will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Placing;

 

22.  it is entitled to subscribe for and/or purchase Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and regulations and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Joint Bookrunners or any of their respective directors, partners, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

 

23.  it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations  (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement);

 

24.  where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Bookrunners, provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client;

 

25.  it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 (a) to (d) of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, partners, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

 

26.  if in the United Kingdom, unless otherwise agreed by the Joint Bookrunners, it is a "qualified investor" (as defined in section 86(7) of the Financial Services and Markets Act 2000 ("FSMA"));

 

27.  if in the United Kingdom, unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

 

28.  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

 

29.  any money held in an account with either of the Joint Bookrunners (or their respective nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the relevant Joint Bookrunner's (or its nominee's) money in accordance with such client money rules and will be used by the relevant Joint Bookrunner in the course of its own business and each Placee will rank only as a general creditor of the relevant Joint Bookrunner;

 

30.  it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

 

31.  it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

 

32.  it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission of the relevant Placing Shares becomes effective;

 

33.  it appoints irrevocably any officer, employee or representative of either of the Joint Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

 

34.  as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

 

35.  this Announcement does not constitute a securities recommendation or financial product advice and that none of the Joint Bookrunners nor the Company have considered its particular objectives, financial situation and needs;

 

36.  it (i) has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares; (ii) will not look to the Joint Bookrunners for all or part of any such loss it may suffer; and (iii) is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

 

37.  it will indemnify and hold the Company, each of the Joint Bookrunners and each of their and their respective affiliates' agents, directors, officers and employees, harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee in this Announcement and further agrees that the Company and each of the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings in this Announcement and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners and the Company. All confirmations, warranties, acknowledgements, agreements and undertakings given by the Placee, pursuant to this Announcement are given to each of the Joint Bookrunners for itself and on behalf of the Company and will survive completion of the Placing and Admission;

 

38.  time shall be of the essence as regards obligations pursuant to this Announcement;

 

39.  it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or either of the Joint Bookrunners to provide any legal, financial, tax or other advice to it;

 

40.  all dates and times in this Announcement may be subject to amendment and that the Joint Bookrunners shall notify it of any such amendments;

 

41.  (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA, MAR and UK MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and (iii) it is not a person: (a) with whom transactions are prohibited under the applicable law or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or any anti-money laundering or economic sanctions laws or regulations in any other jurisdiction to which it is subject (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 and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in their absolute discretion;

 

42.  that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules (Amendment) Instrument 2020 (FCA 2020/73);

 

43.  that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (with respect to which it has the authority to make the statements set out in this Announcement) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

 

44.  that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or either of the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

 

45.  that any documents sent to Placees will be sent at the Placees' risk;

 

46.  neither of the Joint Bookrunners nor the Company owes fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement;

 

47.  the Joint Bookrunners and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to the Placees;

 

48.  any of the Placee's clients, whether or not identified to the Joint Bookrunners, will remain its sole responsibility and will not become clients of the Joint Bookrunners for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

 

49.  either of the Joint Bookrunners or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

 

50.  no prospectus or other offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and

 

51.  if it has received any inside information (as defined in MAR) about the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, the Joint Bookrunners and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements, undertakings and agreements which are given to each of the Joint Bookrunners for itself and on behalf of the Company and are irrevocable.

The rights and remedies of the Joint Bookrunners and the Company under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Joint Bookrunners 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty, expressed or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

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