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Monday 30 March, 2015

Marshall Motor Hldgs

Pricing and Admission to AIM

RNS Number : 8053I
Marshall Motor Holdings PLC
30 March 2015
 



NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THESE JURISDICTIONS

 

30 March 2015

 

Marshall Motor Holdings plc

 

("Marshall Motor Holdings", "MMH" or the "Company")

 

Initial Public Offering - announcement of Placing Price

 

Marshall Motor Holdings plc, one of the UK's leading automotive retail and leasing groups representing a unique portfolio of prestige and volume brands and with the highest brand coverage of any dealer group in the UK, is pleased to announce the pricing of its successful initial public offering by way of a conditional private placing of 26,845,638 new Ordinary Shares at the Placing Price of 149.0 pence each, and that application for admission of its entire issued and to be issued share capital to trading on the AIM market of London Stock Exchange has been made and is expected on 2 April 2015.

 

·      The Placing Price has been set at 149.0 pence per Ordinary Share.

 

·      Based on the Placing Price, the market capitalisation of Marshall Motor Holdings on admission of the Ordinary Shares to trading on the AIM market of the London Stock Exchange becoming effective will be approximately £115.1 million.

 

·      The Company has conditionally raised approximately £40.0 million before expenses.

 

·      At Admission the Directors will hold approximately 1.3 per cent. and Marshall of Cambridge (Holdings) Limited will hold approximately 65.2 per cent. of the Enlarged Share Capital.

 

·      At Admission, the Company will have 77,236,263 Ordinary Shares in issue and a free float of approximately 32.8 per cent. 

 

·      Admission and the commencement of dealings in the Ordinary Shares under the ticker MMH with ISIN GB00BVYB2Q58 and SEDOL BVYB2Q5 are expected to take place at 8.00am on 2 April 2015.

 

·      Investec Bank plc is acting as sole financial adviser, sole bookrunner, nominated adviser and broker to the Company.

 

Full details of the Placing are set out in the Company's AIM Admission Document which has today been published and is expected to be available on its website www.mmhplc.com later today.

 

Full terms and conditions relating to the Placing follow in the appendix to this announcement.

 

Peter Johnson, Non-Executive Chairman of MMH, commented:

 

"We are delighted that our initial public offering has been successful, marking a new and exciting phase in MMH's long and proud history.  With the support of our shareholders, brand partners and management team we are well positioned to deliver continued strong growth."

 

 

For further information

 

Marshall Motor Holdings PLC

c/o Hudson Sandler +44 (0)20 7796 4133

Peter Johnson, Non-Executive Chairman


Daksh Gupta, CEO


Mark Raban, CFO




Investec Bank plc (Sole Financial Adviser, Sole Bookrunner, Nominated Adviser & Broker)

+44 (0)20 7957 4000

Christopher Baird


David Flin


David Anderson




Hudson Sandler

+44 (0)20 7796 4133

Nick Lyon


Alex Brennan


 

 

This announcement is not an Admission Document. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Admission Document. In the event of any discrepancy between this announcement and the Admission Document, the Admission Document will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Group's financial or commercial position or prospects.

This announcement is being distributed only to and directed only at persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to and directed only at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals), or (ii) who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc), (all such persons referred to above being "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Canada, Australia, the Republic of Ireland, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of U.S. persons absent registration under the U.S. Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in United States, Canada, Australia, the Republic of Ireland, South Africa or Japan or to, or for account or benefit of any national, resident or citizen of United States, Canada, Australia, the Republic of Ireland, South Africa or Japan. The Placing referred to herein has not been and will not be registered under the Securities Act, under the securities legislation of any state or territory or jurisdiction of the United States or under the applicable securities laws of United States, Canada, Australia, the Republic of Ireland or South Africa or Japan.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Placing for the person concerned.

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA in the United Kingdom. Investec is acting as the Company's nominated adviser and broker for the purposes of the AIM Rules for Companies in connection with the Placing and Admission. Investec's responsibilities as nominated adviser are owed solely to the London Stock Exchange plc and are not owed to the Company or any of its directors. In its capacity of nominated adviser and broker, Investec will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for advising any other person in connection with the transaction and arrangements detailed in this announcement. Investec accepts no liability whatsoever for the accuracy of any information or opinions contained in, or for the omission of any material information from, this announcement. Investec is not responsible for, nor has it authorised the contents of, any part of this announcement. Investec makes no representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Ordinary Shares.

 

 

BACKGROUND INFORMATION

 

MCHL Group

MCHL Group is a privately owned group, headquartered in Cambridge, which operates through four principal divisions: Marshall Aerospace and Defence Group, Marshall Group Properties, Marshall Fleet Solutions and Marshall Motor Holdings. The trading entity that became MCHL Group was established as a chauffeur drive business by David Gregory Marshall in 1909, moving into the provision of garage services in 1912 and franchised dealerships in 1919. In around 1979 MCHL Group then expanded its operations into the motor leasing business. The MCHL Group has operated in the automotive sector since its inception, and represents automotive industry experience of almost 100 years.

 

Business Overview of Marshall Motor Holdings

The Group's principal activities are the sale and repair of new and used vehicles through Marshall Motors and the leasing of vehicles through Marshall Leasing. The Group's businesses are integrated and include a total of 71 franchises covering 24 brands, operating from 63 sites across 16 counties in England. The Group operates from leasehold and freehold sites, includes two bodyshops and also operates one fuel filling station under the Shell brand.

 

The Group is the only dealer group in the UK to represent all of the top five prestige (being Audi, BMW, Mercedes-Benz, Land Rover and Jaguar) and top ten volume (being Ford, Vauxhall, Volkswagen, Nissan, Peugeot, Toyota, Citroen, Hyundai, Kia and Skoda) vehicle manufacturer brands. In addition, it is currently one of only six dealer groups in the UK to represent all of the major German and British prestige and alternate premium brands, and on Admission, will be one of only two English companies quoted on the London Stock Exchange to do so.

 

During the year ended 31 December 2014, the Group completed 31,951 new vehicle sales and 25,598 used vehicle sales, and had a leasing fleet of 6,031 vehicles. The Group is the tenth largest dealer group in the UK, and prior to Admission, is the second largest in private ownership.

 

The Group recorded sales of approximately £1,085.9 million and profit before tax of approximately £12.9 million for the year ended 31 December 2014. As at 31 December 2014 the Group had net debt (adjusted to exclude asset backed financing associated with Marshall Leasing) of approximately £4.7 million and taking into account the net proceeds of the Placing unaudited pro forma net assets of approximately £118.0 million.  Subsequent to the year end, the Group entered into a new £75 million revolving credit facility, which is in addition to its existing approximate £64.7 million of leasing facilities.

 

Reasons for Admission to AIM and use of Proceeds

 

The Directors are seeking Admission in order to raise approximately £40.0million (before expenses) (approximately £36.9 million after expenses) through the placing of 26,845,638Placing Shares at 149.0pence per Ordinary Share, to be used to:

 

·      Accelerate growth through funding of acquisition opportunities; and

·      Invest in the Group's existing operations including investment in freehold opportunities, site upgrades and redevelopments, and investment in the Group's website and e-commerce capabilities.

 

The Directors consider that the Company's flotation on AIM will be an important step in its development by accessing new investors and raising new equity capital through the Placing, it will enable the acceleration of the Group's development and provide access to capital markets which may be required for future acquisitions.

 

Key Strengths

The Directors believe the Group has a number of key strengths and advantages that are important to the success of the business as follows:

·      Strong relationships with OEMs

·      Opportunity to grow with OEMs

·      An integrated leasing business

·      Bespoke IT platform - Phoenix

·      Excellent financial track record

·      Strong platform for future growth

·      Senior management with extensive industry experience

 

Current Trading and Prospects

 

The Board is targeting another year of material improvement in the Group's trading performance during the year ending 31 December 2015. This will be driven by improved trading performance as a result of continued improvements from past portfolio changes the Group has made, continued outperformance of the new and used car market (despite the SMMT forecasting a lower growth rate in new car registrations year on year) and by maintaining the Group's gross margin.

 

This is expected to be achieved notwithstanding the additional overhead costs relating to the Group's quoted status and additional interest costs associated with the Group's new banking facilities.

 

The Group's trading performance in the first two months of the current financial year was in line with management's expectations. The Group's retail activities recorded satisfactory performance over this period and its leasing activities continued its track record of steady growth on past performance.

 

March and September remain important trading months for new car sales with the change in the registration plate. The Board now has increased visibility on the likely outcome for March 2015. As a result, Q1 2015 profits will be ahead of the same period in 2014 (which was a record for the Group). This increases the Board's confidence of delivering the targeted material improvement in full year trading performance as detailed above.

 

Dividend policy

 

Subject to the Group's trading prospects being satisfactory, the Board intend to implement a dividend policy whereby dividends are covered by between 4 to 5 times underlying earnings and paid in an approximate one-third (interim dividend) and two-thirds (final dividend) split. The Board expects the Company's first dividend as a quoted group to be a pro-rated interim dividend for the six months ended 30 June 2015.

 

Board of Directors

 

Peter Johnson - Non-Executive Chairman

Peter has over 40 years' experience in the automotive sector, spending 30 years in senior roles in retail and distribution with the Rover group, Inchcape and Marshall. After previously leading the Marshall retail business between 1990 and 1995 he joined Inchcape, heading up its retail operation. He was then appointed to run Inchcape Motors International and in 1999 was made the chief executive of Inchcape plc.

 

Daksh Gupta - Chief Executive Officer

Daksh has over 20 years' experience in the automotive retail sector and joined the Company in 2008 as its chief executive officer. Daksh was previously group managing director for Ridgeway Group and the chief operating officer of Accident Exchange Group PLC in 2007. He was also franchise director with Inchcape for seven years where he was responsible for the Volkswagen, Audi and Mercedes-Benz brands.

 

Mark Raban - Chief Financial Officer

Mark has 25 years' of general retail experience, including three as the finance director of Inchcape Retail Limited. He spent three years as chief financial officer for the UK and Ireland for the Borders Group and was the interim financial director of Selfridges Retail Limited. Mark has also held senior finance roles at public companies such as Safeway and Burton. He joined Marshall Motors as a consultant in 2014.

 

Alan Ferguson - Non-Executive Director

Alan is a non-executive director of Johnson Matthey PLC, Croda International Plc and The Weir Group PLC. He chairs the audit committees of each of these companies and is the senior independent director of Johnson Matthey. Alan spent 22 years in a variety of roles at Inchcape plc, including six years as its group finance director from 1999.

 

Sarah Dickins - Non-Executive Director

Sarah has over 20 years' HR experience across a broad range of sectors including retail, utilities and financial services. She spent 16 years at Asda, five of those years as an operating board member responsible for people operations and customer service for 150,000 colleagues. Sarah joined Provident Financial Group in 2012 as its executive people director.

 

Francesca Ecsery - Non-Executive Director

Francesca has 19 years' directorship experience in both blue chip companies and start-ups in the digital, retail, fast-moving consumer goods (FMCG) and leisure industries. Francesca is also non-executive director of Foreign & Colonial Investment Trust plc, Share plc and Good Energy Group plc, all of which are listed on AIM or FTSE. Her previous executive experience includes McKinsey, PespiCo, ThornEMI, Thomas Cook, STA Travel and many other consumer brands.

 

Christopher Sawyer - Non-Executive Director

From 1991 to 2006, Christopher led Deltron Electronics plc, initially leading the buyout, then developing it into a strong European group with ten European locations and representative offices in China and Japan. Deltron Electronics was quoted in 1996 and sold to ABACUS Electronics Plc in 2006. In 2007, Christopher became chairman of the Lorien Limited group and led the portfolio reorganisation of that group, in particular developing its engineering and resourcing businesses substantially before the subsequent successful sales of both businesses. Between 2006 to 2013, he was chairman of the parent of Bearmach Limited, a global distributor of Land Rover parts. Christopher has been a non-executive director of MCHL since 2008.

 

 

Forward looking statements

 

All statements, other than statements of historical facts, included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance, achievements of or dividends paid by the Company to be materially different from actual results, performance or achievements, or dividend payments expressed or implied by such forward looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's net asset value, present and future business strategies and income flows and the environment in which the Company will operate in the future. These forward-looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

 

 

DEFINITIONS

 

In this announcement, where the context permits, the expressions set out below shall bear the following meanings:

 

"Admission": the admission of the entire issued and to be issued ordinary share capital of the Company to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules;

 

"AIM": the AIM Market operated by the London Stock Exchange;

 

"Board" or "Directors": the directors of the Company as at Admission;

 

"Company" or "Marshall Motor Holdings": Marshall Motor Holdings plc;

 

"Enlarged Share Capital": the entire issued ordinary share capital of the Company immediately following Admission;

 

"Group": the Company, Marshall Leasing, Marshall Motor Group Limited, Marshall of Cambridge (Garage Properties) Limited, Tim Brinton Cars Limited, Marshall Commercial Vehicles Limited, Marshall North West Limited, Marshall of Scunthorpe Limited, Silver Street Automotive Limited, Exeter Trade Parts Specialists LLP, Audi South West Limited, Hanjo Russell Limited, CMG 2007 Limited, Astle Limited, Crystal Motor Group Limited and Gates Contract Hire Limited, together with Marshall of Ipswich Limited, Marshall of Peterborough Limited and Marshall of Stevenage Limited;

 

"Marshall Leasing": Marshall Leasing Limited;

 

"MCHL": Marshall of Cambridge (Holdings) Limited;

 

"MCHL Group": MCHL, Marshall Group Properties Limited, Marshall of Cambridge (Airport Properties) Limited, MGPH Limited, The Cambridge Aero Club Limited, Marshall of Cambridge Aerospace Limited, Aeropeople Limited, Aeropeople Gmbh, Aeropeople Italy srl, Marshall Aerospace Netherlands B.V., Marshall Aerospace U.S. Inc., Marshall Aerospace Canada Inc., Slingsby Holdings Limited, Slingsby Advanced Composites Limited, Slingsby Limited, Slingsby Aerospace Limited, Slingsby Aviation Limited, Marshall Aerospace Australia Pty Limited, Aeroacademy Limited, FlairJet Limited, Marshall Aviation Services Limited, Marshall of Cambridge (Engineering) Limited, Marshall Land Systems Limited, Marshall Specialist Vehicles Limited, MSV Norway, Marshall Fleet Solutions Limited, Marshall Thermo King Limited, Marshall Tail Lift Limited, Lorica Systems UK Limited, Marshall Land Systems Australia Pty Limited, Marshall Aircraft Sales Limited, Marshall Middle East Limited and Marshall Norway AS;

 

"Ordinary Shares": ordinary shares of 64 pence each (being par value) in the share capital of the Company;

 

"Placing": the conditional placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement;

 

"Placing Agreement": the conditional agreement dated 30 March 2015 between the Directors, the Company, MCHL and Investec relating to the Placing;

 

"Placing Price": 149.0 pence;

 

"Placing Shares": the 26,845,638 new Ordinary Shares to be issued pursuant to the Placing, such issue being conditional on Admission;

 

 "UK" or "United Kingdom": the United Kingdom of Great Britain & Northern Ireland; and

 

"United States" or "US": the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction.

 

 

APPENDIX

 

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS AND OTHER INFORMATION CONTAINED HEREIN (TOGETHER, THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES OF THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS, OR WITH ANY SECURITIES REGULATORY AUTHORITY, OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE Ordinary shares the subject of the placing ("PLACING SHARES") ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN TAX ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE SUCH RESTRICTIONS.

This Announcement and the information contained in it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, the Republic of Ireland, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. No action has been taken by the Company, Investec or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

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 (the "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.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will (i) be deemed to have read and understood this Announcement, including the terms and conditions and other information in this Appendix, in its entirety, and (ii) be making an offer and acquiring Placing Shares on the terms and conditions of the Placing contained herein and providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

it is a Relevant Person 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;

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

1.1       it is a Qualified Investor within the meaning of Article 2(1)(E) of the Prospectus Directive; and 

1.2       in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

(A)        the Placing Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been nor will they be acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Investec has been given to the offer or resale; or

(B)        where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

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 power and authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Appendix; and

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

except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph (3) above) is, and at the time the Placing Shares are acquired will be, outside the United States and is acquiring the Placing Shares in an offshore transaction within the meaning of and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and the admission document published by the Company on the date of this Announcement in connection with the application for Admission (the "Admission Document"), and any other information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms and conditions set forth in the contract note to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement, the  Admission Document and the Publicly Available Information is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Admission Document and the Publicly Available Information), representation, warranty or statement made by or on behalf of Investec, the Company or any other person and none of Investec, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Investec has today entered into a placing agreement (the "Placing Agreement") with the Company and Marshall of Cambridge (Holdings) Limited ("MCHL") under which, on the terms and subject to the conditions set out therein, Investec as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of 64 pence per Ordinary Share, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

In connection with the Placing and Admission, the Company has agreed that it will not for a period of 180 days after Admission, inter alia, enter into any commitment or agreement which is or might be material in the context of the Placing or put itself in a position where it might be obliged to announce any significant new matter or any significant change which requires announcement under the AIM Rules; or issue or grant any right to subscribe for Ordinary Shares (other than in accordance with any share option or incentive schemes or other entitlements described in the Admission Document); or enter into any agreement to do any of the foregoing without the prior written consent of Investec (such consent not to be unreasonably withheld or delayed).

Application for admission to trading

Application will be made to the London Stock Exchange for Admission. It is expected that Admission will take place at 8.00 a.m. on 2 April 2015 and that dealings in the Placing Shares on AIM will commence at the same time.

Participation in, and principal terms of, the Placing

1.            Investec is acting as nominated adviser and broker to the Company in connection with the Placing. Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, is acting exclusively for the Company and no one else in connection with the Placing, Admission and the other matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec or for providing advice in relation to the Placing, Admission or the other matters described in this Announcement.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Investec to participate.  Each of Investec and any of its respective affiliates is entitled to participate in the Placing as principal.

The Placing Price is fixed at 149.0 pence and is payable to Investec by all Placees.

Each Placee's allocation will be determined by Investec in its discretion following consultation with the Company and MCHL and has been or will be confirmed orally by Investec and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Investec and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Investec's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Investec. The terms and conditions of this Appendix will be deemed to be incorporated in that contract note.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Investec (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

All obligations of Investec under the Placing will be subject to fulfilment of the conditions contained in the Placing Agreement, including those referred to below under "Conditions of the Placing" and to the Placing Agreement not being terminated in accordance with its terms on the basis referred to below under "Termination of the Placing".

By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

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

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation by Investec which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to Investec.

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 Investec in accordance with either the standing CREST or certificated settlement instructions which they have in place with Investec.

Settlement of transactions in the Placing Shares (ISIN: GB00BVYB2Q58) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by Investec and is expected to occur at 8.00 a.m. on 2 April 2015 (the "Settlement Date") in accordance with the contract notes. Settlement will be on a "delivery versus payment" basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Investec may agree that the Placing Shares should be issued in certificated form. Investec reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

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

Each Placee is deemed to agree that if it does not comply with these obligations, 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 Investec's own account and benefit, an amount equal to the aggregate amount owed by such Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

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

Conditions of the Placing

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

The obligations of Investec under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

1.            the Company confirming to Investec on the date immediately prior to Admission, amongst other matters, that, save as may already have been notified to Investec, the warranties given to Investec in the Placing Agreement have not been breached in any material respect at the date of the Placing Agreement and, so far as the Company is aware, no event has occurred or matter arisen and no event will occur or matter arise before Admission, which, if the warranties had been repeated on each day of the period between the date of the Placing Agreement and Admission, would have rendered any of the warranties untrue or incorrect in any material respect;

the performance by the Company of its obligations under the Placing Agreement which are to be performed prior to Admission and the Company not being in material breach of the Placing Agreement;

the Company allotting, subject only to Admission and the Placing Agreement not having been terminated prior to Admission, the Placing Shares in accordance with the terms of the Placing Agreement; and

Admission occurring not later than 8.00 a.m. on 2 April 2015.

If any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later times and/or dates as the Company, MCHL and Investec may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time, and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The conditions may be waived in whole or in part in writing by Investec in its absolute discretion and Investec may also agree in writing with the Company and MCHL to extend the time for satisfaction of any condition. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.

None of Investec, the Company, MCHL or any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing. Each Placee agrees that any such decision is within the absolute discretion of Investec.

Termination of the Placing

Investec is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including a breach of the warranties given to Investec in the Placing Agreement or any adverse change in, or any development involving or reasonably likely to involve a prospective adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, prospects, assets, rights, results of operations, net asset value, funding position, liquidity or solvency of the Company or Company's subsidiaries (together the Company and its subsidiaries are the "Group") which is material in the context of the Group as a whole, whether or not arising in the ordinary course of business.

Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, each Placee agrees with the Company and Investec that the exercise by Investec of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of Investec and that it need not make any reference to, or consult with, Placees and that neither Investec, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges and agrees, as the case may be (for itself and for any such prospective Placee), in each case as a fundamental term of their application for Placing Shares, that (save where Investec expressly agrees in writing to the contrary):

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

it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b), save for the Admission Document, has been or will be prepared in connection with the Placing or Admission;

the Ordinary Shares will be admitted to trading on AIM, and that the Company will  therefore be required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

it has made its own assessment of the Company and 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 Investec, the Company or any of their respective affiliates, agents, directors, officers 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 other than the information in this Announcement, the Admission Document or the Publicly Available Information; nor has it requested Investec, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for Placing Shares is contained in the Admission Document and in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Admission Document and the Publicly Available Information;

the content of this Announcement, the Admission Document and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that none of Investec, any person acting on its behalf, or any of its or their respective  affiliates, agents, directors, officers or employees has or shall have any responsibility or liability for any information, representation, warranty or statement relating to the Company contained in this Announcement, the Admission Document or the Publicly Available Information nor will it or they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Admission Document, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, the Republic of Ireland, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of Ireland, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

it and/or each person on whose behalf it is acquiring Placing Shares:

1.1       is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

1.2       has fully observed such laws and regulations;

1.3       has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

1.4       has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

it is not, and any person who it is acting on its behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, the United States, or any state or other jurisdiction of the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

each of it and the beneficial owner of the Placing Shares:

1.5       is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" within the meaning of, and in accordance with, Regulation S under the Securities Act; or

1.6       is acquiring the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws;

it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

it understands that (a) the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; (b) no representation is made as to the availability of the exemption provided by Rule 144 for resales of Placing Shares; and (c) it will not deposit the Placing Shares in a depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

1.7       in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

1.8       otherwise pursuant to an exemption from registration under the Securities Act, if available, and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;

no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, FLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS";

it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, the Admission Document or any other presentational or other materials concerning the Placing or Admission in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

none of Investec, any person acting on its behalf, or any of its or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Investec and Investec does not have duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Investec for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Investec may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

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

the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither Investec nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and Investec in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of Investec or transferred to a CREST stock account of Investec who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with Investec;

it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and Investec for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

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

it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA which will result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that Investec has not approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

acknowledges and accepts that Investec may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise and, except as required by applicable law or regulation, will make for any public disclosure in relation to such transactions;

Investec and each of its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Investec and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither Investec nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (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;

it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds of Crime Act 2002, and confirms that (i) it has and will continue to comply with those obligations, and (ii) in particular, it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting the invitation to participate in the Placing;

in order to ensure compliance with the Money Laundering Regulations 2007, Investec (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Investec or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Investec's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Investec or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Investec (each for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note will continue notwithstanding any amendment that may in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Investec's conduct of the Placing;

it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

it irrevocably appoints any duly authorised officer of Investec as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms and conditions of this Announcement;

the Company, Investec and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements;

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

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

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

the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to 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 Investec in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Investec and each of 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 (and any person acting on such Placee's behalf) in this Appendix or incurred by Investec, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Investec shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Investec accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Investec in the event that either the Company and/or Investec have incurred any such liability to such taxes or duties.

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

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

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

When a Placee or any person acting on behalf of the Placee is dealing with Investec, any money held in an account with Investec on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Investec money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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

The rights and remedies of Investec and the Company under these terms and conditions of the Placing 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.

References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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